Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, as soon as practicable following receipt of SEC comments thereonthe acceptance for payment of, if anyand payment for, or upon receipt of notification that shares by Purchaser in the SEC will not comment thereonOffer, the Company shall prepare and file with the SEC definitive a proxy materials or information statement (such proxy materials as amended or supplemented are referred to herein as the "“Proxy Statement"”) which comply in form accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify Parent will notify each other promptly 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, 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 Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, and to cause its counsel and auditors the Company’s stockholders unless it has first obtained the consent of Parent to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to such mailing, which consent shall not be mailed to its stockholders at the earliest practicable time after clearance by the SECunreasonably withheld.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the Company’s stockholders of the Company. As promptly is required by Applicable Law, then as soon as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that after the SEC will not comment thereonAcceptance Time, the Company shall file prepare and shall cause to be filed with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as in preliminary form the "Proxy Statement". Except as expressly contemplated by Section 6.2(f) which comply in form with applicable SEC requirementsand Section 6.2(g), the Proxy Statement shall include the Company Board Recommendation. The Company will use reasonable best efforts to cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent will 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 each other promptly of Parent and Merger Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Merger Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the Company Stockholders, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SECstaff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As promptly as practicable after the Offer and the Merger, at the request date of Parent and in accordance with applicable lawthis Agreement, the Company and Parent shall prepare a proxy statement (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 SEC Commission the preliminary Proxy Statement no later than five (if necessary), preliminary proxy materials relating to 5) Business Days following the approval of the Merger and the adoption of this Agreement by the stockholders date of the Company. As promptly as practicable following ’s receipt of SEC Purchaser’s or Purchaser’s special counsel’s comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsthereto. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to shall cause the Proxy Statement or any other filing or for additional information to comply with the rules and will supply each other with copies of all correspondence between such party or any of its representatives, on regulations promulgated by the one handCommission, and the SEC, or shall use its staff or any other government officials, on the other hand, with respect best efforts to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall respond promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC Commission or its staff, such responses to be reasonably satisfactory to the 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 the opportunity to review and comment 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 at shareholders as promptly as practicable after filing with the earliest practicable time after clearance by the SECCommission.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the The Company and Parent shall prepare as soon as practicable, and the Company shall file with the SEC within ten (if necessary)10) Business Days of the date hereof, preliminary a proxy materials relating statement (the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the approval of the Merger and the adoption of this Agreement by the Company’s stockholders of the Company. As as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt the staff and clearance of notification that the SEC will not comment thereon, Proxy Statement by the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsSEC. The Company and shall notify Parent will notify each other promptly 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff staff, or any other government officials, on the other hand, with respect to the Proxy Statement Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other filinggovernment officials. Whenever If at any time prior to the Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, to the Company’s stockholders prior to consultation with Parent and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors consideration in the preparation good faith of the Proxy Statement. Each of the Company and Parent will respond to any comments submitted by Parent, which comments of the SEC Parent shall be accepted so long as they are reasonable and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECnot in violation of applicable Law.

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC within fifteen (if necessary15) Business Days hereof), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file prepare, and shall cause to be filed with the SEC definitive in preliminary form, a proxy materials statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement shall (i) state that the Board of Directors has unanimously (A) approved this Agreement and the transactions contemplated 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 proxy materials as amended or supplemented are referred recommendation described in this clause (C) the “Recommendation”) (except to herein as the "Proxy Statement"extent that the Company effects a Recommendation Withdrawal in accordance with Section 7.5(d) which comply in form with applicable SEC requirementsof 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, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to 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; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent will 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 each other promptly of Parent upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause shall provide Parent and its counsel a reasonable opportunity to review and 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 be mailed the holders of Company Common Stock, the Company shall provide Parent a reasonable opportunity to its stockholders at review and to propose comments on the earliest practicable time after clearance by the SECProxy Statement.

Preparation of Proxy Statement. (a) If required by applicable law in order Parent will promptly furnish to consummate the Offer Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the Mergerholders of Parent Capital Stock, as 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 date hereof, a mutually acceptable Proxy Statement relating to the matters to be submitted to the 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. The Company will advise Parent promptly after it receives any request by the SEC for amendment of Parent the Proxy Statement or comments thereon and in accordance with applicable law, responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall prepare use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements 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 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 file make all necessary filings with the SEC (if necessary), preliminary proxy materials relating respect to the approval of the Merger and the adoption of this Agreement by Transactions under the stockholders of 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, any information relating to Parent or the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representativestheir respective Affiliates, on officers or directors, should be discovered by Parent or the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs Company that is required to should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such documents would not include any misstatement of a material fact or omit to state any other filingmaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company party that discovers such information shall promptly inform Parent of notify the other party and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders of the Companyextent required by applicable Law, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of disseminated to the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Shareholders. (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt after the date of SEC comments thereonthis Agreement (but in any event, if any, or upon receipt of notification that no later than the SEC will not comment thereon45th day thereafter), the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply Statement in form with applicable SEC requirementspreliminary form. The Company and Parent will notify each other promptly shall use all commercially reasonable efforts to (i) respond to the comments of the receipt 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 and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 promptly after the receipt of such comments or other filingcommunications, and (ii) a reasonable opportunity to review and comment on such comments. Whenever any event occurs that is required The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party 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 set forth in an amendment or supplement cleared by the SEC and mailed to the Proxy Statement or any other filing, the Company shall Company’s shareholders as promptly inform Parent of such occurrence and cooperate in as reasonably practicable following filing with the SEC or its staff or any other government officials, and/or mailing to stockholders SEC. (c) Each of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company Merger Sub shall provide promptly to the cooperate and consult with each other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each Without limiting the generality of the Company and Parent will respond to any comments foregoing, each of the SEC 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 information provided by it for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company will further agrees to cause the Proxy Statement as so corrected or supplemented to be mailed filed with the SEC and to its stockholders at be disseminated to the earliest practicable time after clearance holders of the Common Shares, in each case as and to the extent required by the SECapplicable federal securities Laws.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate No later than 21 days after the Offer date hereof, Parent and the MergerCompany shall prepare, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and as promptly as practical thereafter the Company shall file with the SEC (if necessary)SEC, the preliminary proxy materials relating to the approval form of the Merger Proxy Statement. Parent and the adoption of this Agreement Company shall use commercially reasonable best efforts to have such Proxy Statement approved by the stockholders of the Company. As SEC as promptly as practicable following receipt of SEC comments thereonafter filing and, if any, or upon receipt of notification that the SEC will not comment thereonsubject to Section 5.4 hereof, the Company shall file with schedule the SEC definitive proxy materials (such proxy materials Company Shareholders Meeting as amended or supplemented are referred to herein soon as the "Proxy Statement") which comply in form with applicable SEC requirementspracticable thereafter. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information will, when prepared pursuant to this Section 7.6 and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company mailed to the Company's stockholders that they vote ’s shareholders, comply as to form and substance in favor all material respects with the applicable requirements of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) 1934 Act. Each of Parent and the Company shall provide promptly to indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy StatementStatement 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 any amendments order to make the statement, in light of the circumstances under which it was made, not false or supplements theretomisleading. 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 advisability of the Merger and its recommendation that the Company’s Shareholders approve the Merger, subject to cause 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 and auditors prior to cooperate with the other with mailing of such Proxy Statement to the other's counsel and auditors Company’s shareholders, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, the preparation Company may cease it efforts to obtain approval of the Proxy Statement. Each Statement by the SEC or postpone or cancel the mailing of the Proxy Statement or the holding of the Company and Parent will respond Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent applicable) if (i) the Company has receive a Superior Proposal (as defined in Section 5.4(b) above) or (ii) any comments event or circumstance has occurred that would entitle the Company to terminate this Agreement or change its recommendation with respect to approval of the SEC and Merger in a manner adverse to Parent, including the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance making by the SECa third party of a Competing Proposal (as defined in Section 9.1(h) below).

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC (if necessarybut subject to Parent’s timely performance of its obligations under Section 7.01(b), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonwithin 15 business days hereof), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply in form ”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinions and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent will 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 each other promptly of Parent and Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SEC.staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response. […]

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate The Company, the Offer and the MergerShareholders, at the request of Merger Sub, Parent and in accordance with applicable lawSaw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company and Parent shall shall, as soon as practicable, prepare and the Company shall file (after providing Merger Sub with the SEC (if necessary), a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the approval meeting of the Merger and the adoption holders of this Agreement by the stockholders shares of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Common Stock to be held in connection with the SEC definitive proxy materials Merger (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply with the SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in form no event shall the Company file the Proxy Statement with applicable the SEC requirementsany later than the date forty-five (45) days after the date hereof. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder 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 filingsuch 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. Whenever If at any time prior to the Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of such occurrence Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and cooperate its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in filing all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff the Transactions; provided that in the event that such participation by Merger Sub or any other government officialsthe Company is not practicable, and/or mailing to stockholders the Special Committee shall promptly inform Merger Sub and the Company of the Company, content of all such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement communications and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)participants involved therein. (b) Each Subject to the provisions of Parent Section 7.05 and Section 9.01, the Company shall provide promptly agrees to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion include in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Statement the other with the other's counsel and auditors in the preparation recommendation of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement. Each Statement shall contain a copy of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECLehmxx Opinion.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt the date 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. The Company shall 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 thereonmade by the SEC with respect to the Proxy Statement, if any, or and (ii) promptly upon receipt 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 preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the 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 amended or supplemental proxy materials will not comment thereon, the Company shall file be filed with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as mailed by the "Proxy Statement") which comply in form with applicable SEC requirementsCompany without consultation and review by Parent. The Company and shall promptly notify Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information information, and will shall promptly supply each other Parent with copies of all written correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or members of its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. Parent shall reasonably cooperate with the Company in connection with the preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement or other filing. Whenever shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.5(d). (b) If at any time prior to the Company Stockholders Meeting any event occurs that is required or circumstance relating to the Company or Parent or any of their respective subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, as the case may be, which, pursuant to Exchange Act, 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 other filingmaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or Parent, as the case may be, shall promptly inform Parent of the other party hereto, and an appropriate amendment or supplement describing such occurrence and cooperate in information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Company’s stockholders. All documents that the Company is responsible for filing with the SEC or its staff or any other government officials, and/or mailing in connection with the Mergers will comply as to stockholders form and substance in all material respects with the applicable requirements of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement Exchange Act and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company rules and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)regulations thereunder. (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC any event within twenty (if necessary20) Business Days hereof), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Shareholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement"”). The Board of Directors of the Company shall make the Company Recommendation and shall include such Company Recommendation (and Fairness Opinion) which comply in form with applicable SEC requirementsthe Proxy Statement; provided, however, that the Board of Directors of the Company may make a Company Adverse Recommendation Change pursuant to, and in accordance with, Section 5.02. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Shareholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information specifically supplied by Parent will 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 each other promptly of Parent and Merger Sub upon the receipt of any comments or requests from the SEC or its SEC, the staff and of any request by the SEC or its staff or any other government officials related to the Proxy including for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall promptly provide Parent and Merger Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, or its the staff of the SEC or any other government officialsofficials related to the Proxy, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to review and comment on any response to the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to be mailed the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to its stockholders at the earliest practicable time after clearance by the SECreview and to propose comments on such document.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As promptly as reasonably practicable following the Offer and the Merger, at the request of Parent and in accordance with applicable lawdate hereof, the Company and Parent shall 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, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent will prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating a registration statement on Form S-4 with respect to the approval 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 adoption of this Agreement by transactions contemplated hereby and thereby. Parent and the stockholders of the Company. As Company will, as promptly as practicable following after receipt thereof, provide the other party copies of SEC any written comments thereonand advise the other party of any oral comments, if anywith 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 on 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 upon receipt supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of notification that the SEC both parties, which approval will not comment thereonbe unreasonably withheld or delayed; provided that with respect to documents filed by a 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 other party or its business, financial condition or results of operations. Parent will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent stockholders, and the Company shall 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 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 SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as Merger and each of the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each 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 receipt time when the Form S-4 has become effective, the issuance of any comments from stop order, the SEC suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or its staff and of sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or its staff or the Form S-4. If at any other government officials for amendments or supplements time prior to the Proxy Statement Effective Time any information relating to Parent or any other filing or for additional information and will supply each other with copies of all correspondence between such party the Company, or any of its representativestheir respective affiliates, on officers or directors, should be discovered by Parent or the one handCompany, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to 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 any of such documents would not include any misstatement of a material fact or omit to state any other filingmaterial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company party which discovers such information shall promptly inform Parent of notify the other party hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officials, and/or mailing and disseminated to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECCompany.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare (with the Company’s cooperation) and the Company shall file with the SEC (if necessary), a preliminary proxy materials statement relating to the approval Stockholders Meeting (the “Proxy Statement”), as promptly as reasonably practicable (but in no event later than five (5) Business Days after Seller and the Company have provided all information reasonably requested by Parent for inclusion in the Proxy Statement, including the Required Financial Statements). Prior to the filing of the Merger and the adoption of this Agreement by Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company. As , Seller and their counsel with a reasonable opportunity to review such document or response (except made pursuant to any telephone call initiated by the SEC, in which case Parent shall promptly provide the Company and Seller with a summary of any such communication), and Parent shall consider in good faith any comments proposed by the Company and Seller thereto (which comments shall be provided to Parent as promptly as practicable following receipt of SEC reasonably practicable). Parent shall (with the Company’s cooperation) respond promptly to any comments thereon, if any, or upon receipt of notification that from the SEC will not comment thereon, or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other Seller promptly of the receipt of any comments (whether written or oral) from the SEC or its the staff of the SEC and of any request by the SEC or its the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other the Company and Seller with copies of all correspondence between such party or the Parent and any of its representatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filingthe transactions contemplated by this Agreement. Whenever The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act. If at any event occurs time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to any of the parties hereto, or any of their respective Affiliates, officers or directors, is discovered by Parent, the Company or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that is required to should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include a misstatement of a material fact or omit to state any other filingmaterial fact necessary to make the statements therein, in light of the Company circumstances under which they were made, not misleading, then the party that discovers such information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsand, and/or mailing to stockholders of the Companyextent required by applicable Law, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by disseminated to the stockholders of the Company and Parent. Parent shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the definitive Proxy Statement to be mailed to its Parent’s stockholders at as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the earliest practicable time date the SEC advises that it has no further comments thereon or that Parent may commence mailing the Proxy Statement (which advice will be deemed to have been received if the SEC has not affirmatively notified Parent prior to the eleventh (11th) calendar day after clearance by filing the SEC.preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”). - 86 - 8.12

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC (if necessarybut subject to Parent’s timely performance of its obligations under Section 7.01(b), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonwithin twenty (20) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply in form ”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent will 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 each other promptly of Parent and Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SECstaff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If the approval of this Agreement ------------------------------ by the stockholders of the Company is required by applicable law under the GBCC in order to consummate the Offer and Merger, the MergerCompany shall, at the request of Parent Parent's request, as soon as practicable following the acceptance for payment of, and payment for, shares by the Merger Sub in accordance with applicable lawthe Offer, the Company and Parent shall prepare and the Company shall file with the SEC a proxy or information statement (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form accordance with the Exchange Act and any other applicable laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify the Parent will notify each other promptly 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 any other filing or for additional information information, and will shall supply each other the Parent with copies of all correspondence between such party the Company or any of its representatives, 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 Company shall consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe Company shall not mail any Proxy Statement, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andor any amendment or supplement thereto, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor unless it has first obtained the consent of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude Parent to such recommendation ifmailing, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and which consent shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)not be unreasonably withheld. (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As promptly as practicable following the Offer and the Merger, at the request of Parent and in accordance with applicable lawdate hereof, the Company and Parent Svac shall prepare jointly prepare, and the Company Svac shall file with the SEC in accordance with the Exchange Act, a proxy statement (if necessary), preliminary proxy materials relating the “Proxy Statement”) in connection with the solicitation of proxies from Svac Shareholders to approve the proposals set forth below at the Svac EGM of the holders of Svac Class A Ordinary Shares: (i) approval of the Merger and Transactions; (ii) approval of the Svac Articles of Association; (iii) approval of the issuance of Svac Class A Ordinary Shares in connection with the Transactions (including pursuant to the consummation of the Subscription Agreements) in accordance with this Agreement, in each case to the extent required by the Nasdaq listing rules; (iv) the adoption of this Agreement by the stockholders Svac Equity Incentive Plan; and (v) approval of any other proposals reasonably necessary or appropriate to consummate the Transactions (collectively, the “Proposals” and the proxy statement containing the Proposals, the “Proxy Statement”). Without the prior written consent of the Company. As promptly as practicable following receipt , the Proposals shall be the only matters (other than procedural matters) which Svac shall propose to be acted on by Svac’s shareholders at the Svac EGM. (b) Each of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, Svac and the Company shall file use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement, and to cause the Proxy Statement to comply with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as rules and regulations promulgated by the "Proxy Statement") which comply in form SEC. Svac shall provide the Company with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt copies of any written comments and shall inform the Company of any oral comments that Svac receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments and of shall give the Company a reasonable opportunity to review and comment on any request by proposed written or oral responses to such comments prior to responding to the SEC or its staff staff. Each of Svac and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed), any other government officials for amendments or supplements response to such comments with respect to the Proxy Statement or and any other filing or for additional amendment to the Proxy Statement filed in response thereto. Each of Svac and the Company shall use commercially reasonable efforts to ensure that none of the information and will supply each other with copies of all correspondence between such party related to it or any of its representativesAffiliates, supplied by or on its behalf for inclusion in the Proxy Statement will, at the date it is first mailed to the Svac Shareholders and at the time of the Svac EGM, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If Svac or the Company becomes aware that any information contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended in order to comply with applicable Law, then (i) such party shall promptly inform the other party and (ii) Svac, on the one hand, and the SEC, or its staff or any other government officialsCompany, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required shall cooperate and mutually agree upon (such agreement not to be set forth in unreasonably withheld, conditioned or delayed) an amendment or supplement to the Proxy Statement. Svac and the Company shall use commercially reasonable efforts to cause the Proxy Statement, as so amended or supplemented, or additional soliciting materials, if appropriate, to be filed with the SEC and, to the extent required by Law, to be disseminated to the Svac Shareholders. (c) Each of Svac and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Svac or the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to the Proxy Statement). To the extent not prohibited by Law, Svac will advise the Company, reasonably promptly after Svac receives notice thereof, of the time when any supplement or amendment to the Proxy Statement has been filed, of the issuance of any suspension of the qualification of the Svac Class A Ordinary Shares 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 or other document filed with the SEC in connection with the Transactions or request by the SEC for additional information. (d) Without limiting the generality of Section 7.02(c), the Company shall use commercially reasonable efforts to promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing furnish to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate Svac for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each : (i) audited consolidated financial statements of the Company and Parent will respond to any comments its Subsidiaries as of and for the years ended March 31, 2019, 2020 and 2021, prepared in accordance with, and complying with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC SEC, the Exchange Act and the Securities Act applicable to a registrant and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) unaudited condensed consolidated financial statements of the Company and its Subsidiaries as of and for the six months ended September 30, 2021 and September 30, 2020 prepared in accordance with, and complying with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105; (iii) other financial statements, reports and information with respect to the Company and its Subsidiaries that may be required to be included in the Proxy Statement under the rules and regulations of the SEC, the Exchange Act and the Securities Act; and (iv) auditor’s reports and consents to use such financial statements and reports in the Proxy Statement. (e) Svac shall use commercially reasonable efforts to obtain all necessary state Securities Law or “blue sky” permits and approvals required to carry out the Transactions, and the Company will cause shall promptly furnish all information concerning the Proxy Statement to Company Group and any of their respective members or stockholders as may be mailed to its stockholders at the earliest practicable time after clearance by the SECreasonably requested in connection with any such action.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate The Company shall, as soon as practicable (and if all other parties hereto comply with their obligations under this Section 7.02, within thirty (30) days after the Offer and the Mergerdate hereof), at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file (after providing Merger Sub with the SEC (if necessary), 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 approval meeting of the Merger and the adoption holders of this Agreement by the stockholders shares of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Common Stock to be held in connection with the SEC definitive proxy materials Transactions (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply (or, if requested by Merger Sub and permitted by Law, an information statement in form lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with applicable all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC requirementsand shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company will cause the Proxy Statement (other filingthan portions relating to Parent or Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Whenever 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 Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its shareholders such occurrence and cooperate in filing with the SEC an amendment or its staff or any other government officialssupplement; provided, and/or mailing to stockholders of the Company, that no such amendment or supplement. If required, supplement to the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement will be made by the stockholders of the Company without providing Merger Sub a reasonable opportunity to review and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)comment thereon. (b) Each Unless the Board of Parent and 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 shall provide promptly agrees to include in the Proxy Statement the unanimous recommendation of the voting members of 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 other such information concerning terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. The Company shall, no later than fifteen (a15) If required by applicable law in order to consummate Business Days following the Offer and the Mergerexecution of this Agreement, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC a proxy statement (if necessary)the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, preliminary proxy materials relating will use its commercially reasonable efforts to respond to any comments of the SEC or its staff to the approval satisfaction of the Merger SEC or its staff within five (5) Business Days following receipt thereof and to cause the adoption Proxy Statement to be mailed to the Company’s stockholders within five (5) Business Days following clearance of the Proxy Statement by the SEC, provided that the preceding time periods shall be extended to the extent of any failure by Parent to provide comments within the time periods set forth in the last sentence of this Agreement by Section 7.3(b). The Proxy Statement shall include the stockholders Recommendation unless prior to the date of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company mailing a Change in Board Recommendation shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred have occurred pursuant to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsSection 6.2(d). The Company and shall notify Parent will notify each other promptly 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff staff, or any other government officials, on the other hand, with respect to the Proxy Statement Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other filinggovernment officials. Whenever If at any time prior to the Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe 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 long as they are reasonable and not in violation of applicable Law. Parent shall provide comments regarding any draft of the Proxy Statement shall solicit the approval of the Merger or any amendment or supplement thereto promptly, and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andin any event, subject with respect to the fiduciary duties initial draft of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, within five (5) Business Days following Parent’s receipt thereof, and with respect to any amendment or in any amendments or supplements supplement thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECwithin three (3) Business Days following Parent’s receipt thereof.

Preparation of Proxy Statement. (a) If required The Company shall, as soon as practicable, but in any event (assuming prompt compliance by applicable law in order to consummate the Offer and other parties with their obligations under this Section 7.02) within thirty (30) days after the Mergerdate hereof, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file (after providing Merger Sub with the SEC (if necessary), 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 approval meeting of the Merger and the adoption holders of this Agreement by the stockholders shares of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Common Stock to be held in connection with the SEC definitive proxy materials Transactions (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply (or, if requested by Merger Sub and applicable, an information statement in form lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with applicable all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC requirements(provided, that if the Proxy 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 (after providing Merger Sub with a reasonable opportunity to review and Parent will comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company will cause the Proxy Statement (other filingthan portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Whenever 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 Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC an amendment or its staff or any other government officialssupplement; provided, and/or mailing to stockholders of the Company, that no such amendment or supplement. If required, supplement to the Proxy Statement shall solicit will be made by the approval of Company without providing the Merger Sub a reasonable opportunity to review and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)comment thereon. (b) Each The Company agrees to include in the Proxy Statement the unanimous recommendation of Parent the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company shall provide promptly Company's Financial Advisor has, subject to the other such information concerning terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. As promptly as reasonably practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance any event within twelve Business Days), the Company shall prepare and file with applicable law, the SEC the preliminary Proxy Statement in form and substance reasonably satisfactory to each of the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption transactions contemplated hereby. Subject to the terms of this Agreement by Agreement, the stockholders Proxy 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. As 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 following receipt to any comments of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonand 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 shall file agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred and to herein as be disseminated to holders of shares of Company Common Stock, in each case as, and to the "Proxy Statement") which comply in form with extent, required by applicable SEC requirementsLaw. The Company shall promptly provide Parent and Parent will notify each other promptly of the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff and of (including any request by the SEC or its staff or for any other government officials for amendments or supplements to the preliminary Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one handdefinitive Proxy Statement), and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company and Parent shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing and, if required, the Company shall mail to stockholders of the Companyits shareholders, as promptly as reasonably practicable, such amendment or supplement. If required, the Proxy Statement Parent and its counsel shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject be given a reasonable opportunity to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company review any written responses to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent SEC comments and the Company shall provide promptly give due consideration to the other such information concerning its business reasonable additions, deletions or changes suggested thereto by Parent and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the The Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECshall comply in all material respects with all applicable requirements of Law.

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC (if necessarybut subject to Parent’s timely performance of its obligations under Section 7.01(b), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonwithin fifteen (15) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply in form ”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent will 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 each other promptly of Parent and Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SECstaff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable after the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption execution of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonAgreement, the Company shall file prepare and cause to be filed with the SEC definitive preliminary proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the Warrants, (ii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clause (i), the "Shareholder Approval"), (iii) the election of directors and (iv) such other matters as the Company and the Purchaser may reasonably agree. Subject to compliance by the Purchaser of its covenants in this Section 5.1, the Company shall cause the Proxy Statement related thereto to materially comply in form with applicable SEC requirements. The Company law and Parent will notify each other the rules and regulations promulgated by the SEC, to respond promptly of the receipt of to any comments from of the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its shareholders and its Affiliates that may be required or reasonably requested in connection with any other filing or for additional information and will supply each other with copies of all correspondence between such action contemplated by this Section 5.1. If any event relating to any party or any of its representatives, on the one hand, and the SECoccurs, or its staff or if any other government officialsparty becomes aware of any information, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to should be set forth disclosed in an amendment or supplement to the Proxy Statement or any Statement, then such party shall inform the other filing, the Company thereof and shall promptly inform Parent of such occurrence and cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or its staff or any other government officials, and/or mailing supplement to stockholders the shareholders of the Company, such amendment or supplement. If required, the The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation recommendations of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors exercise of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) Warrant and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)transactions contemplated hereby and thereby. (b) Each of Parent the Company and the Company shall provide promptly Purchaser agrees with respect to the other information to be supplied by such information concerning its business and financial statements and affairs as, in the reasonable judgment party that: (i) none of the providing information to be supplied by such party or its counsel, may be required or appropriate Affiliates for inclusion in the Proxy StatementStatement will, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with at the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause time the Proxy Statement to be is mailed to its stockholders at the earliest practicable time after clearance by shareholders of the SEC.Company, or as of the Shareholders Vote, contain any untrue statement of a material fact or omit to state any material fact required to be

Preparation of Proxy Statement. STOCKHOLDER MEETING. (a) If 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 Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), a preliminary proxy materials or information statement in accordance with the Exchange Act relating to the approval of 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 and, after consultation with Buyer, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto to be mailed to its stockholders, provided that no amendment or supplement to the 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 and or the adoption of this Agreement by other transactions contemplated hereby, shall occur, which is required to be described in the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonProxy Statement, the Company shall file with so describe such event and, to the SEC definitive proxy materials extent required by applicable law, shall cause it to be disseminated to the Company's stockholders. (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement"b) which comply in form with applicable SEC requirements. The Company will immediately notify MergerCo and Parent will notify each other promptly its affiliates of (i) the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to regarding the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit (ii) the approval of the Merger and adoption of this Agreement Proxy Statement by the stockholders of SEC. MergerCo shall be given a reasonable opportunity to review and comment on all filings with the Company SEC and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company all mailings to the Company's stockholders that they vote in favor connection with the Merger prior to the filing or mailing thereof, and the Company shall use its best efforts to reflect all such reasonable comments. (c) The Company will, as promptly as practicable following the expiration of the adoption 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 in lieu of completing the Merger in accordance with this Agreement, 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 (provided that including, without limitation, the Board of Directors of right to receive the Company may exclude such recommendation ifMerger Consideration) shall not be adversely affected thereby (other than the right to receive the Proxy Statement, pursuant to Section 5.2attend the Stockholders Meeting and vote on the Merger, it is permitted to endorse or recommend a Superior Proposal) and which shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawnno longer be applicable). (bd) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the The Company will cause its transfer agent to make stock transfer records relating to the Proxy Statement Company available to be mailed the extent reasonably necessary to its stockholders at effectuate the earliest practicable time after clearance by the SECintent of this Agreement.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable after the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption date of this Agreement by (and in any event, within fifteen (15) Business Days hereof, assuming the stockholders of Company has received all information from Parent as the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonCompany has reasonably requested), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply ”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation. Each of Parent, Silk USA and Merger Sub will cooperate with the Company in form connection with applicable SEC requirementsthe preparation of the Proxy Statement, including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives reasonably requested by the Company or otherwise 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 use its reasonable best efforts, assuming Parent’s compliance with its obligations under Section 6.01(b), to cause the Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to provide to Parent will a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company shall, promptly: (i) notify each other promptly Parent of the receipt of any written or oral comments or substantive inquiries received by the Company from the SEC or its the staff and of any request by the SEC or its staff or any other government officials for amendments or supplements thereof related to the Proxy Statement or any other filing or request for additional information information; and will supply each other (ii) provide Parent with copies of all written correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, SEC or its the staff or any other government officialsthereof, on the other hand, with respect to the Proxy Statement Statement. The Company shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any written comments or other filing. Whenever any event occurs that is required responses to be set forth submitted by the Company in an amendment response to any comments or supplement substantive inquiries from the SEC or the staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that, following a Change in Company Board Recommendation, 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 its staff. 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 or any other filing, the Company shall as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, practicable after receipt thereof and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement in definitive form to be mailed to its stockholders at the earliest practicable time after clearance cleared by the SECSEC as promptly as reasonably practicable following the filing thereof.

Preparation of Proxy Statement. (a) If required by applicable law The Company shall, as soon as practicable, but in order to consummate any event within twenty (20) days after the Offer date hereof, prepare and the Merger, at the request of file (after providing Parent and in accordance Merger Sub with applicable law, the Company a reasonable opportunity to review and Parent shall prepare and the Company shall file with the SEC (if necessary), 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 approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereonStockholders Meeting (together with any subsequent amendments thereof or supplements thereto, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable the SEC requirementsand shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company shall notify Parent and Parent will notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company shall cause the Proxy Statement (other filingthan portions relating to Parent and Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders Meeting (including any requirement to amend or supplement the Proxy Statement). Whenever 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 Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC an amendment or its staff or any other government officialssupplement; provided, and/or mailing to stockholders of the Company, that no such amendment or supplement. If required, supplement to the -------- Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement will be made by the stockholders of the Company and shall include the approval of this Agreement without providing Parent and the Merger by Sub the Board of Directors of the Company and, subject reasonable opportunity to the fiduciary duties of the directors of the Company review and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)comment thereon. (b) Each of Parent and Subject to the Company's rights under Section 6.05(b), the Company shall provide promptly include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and shall represent that the Company Financial Advisor has, subject to the other such information concerning terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If The Company shall, as soon as practicable, but in any event within thirty (30) days after the date hereof, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required by applicable law to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in order to consummate connection with the Offer and the Merger, at the request of Parent and in accordance Transactions (together with applicable lawany amendments thereof or supplements thereto, the Company "PROXY STATEMENT") (or, if requested by Merger Sub and Parent shall prepare and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Company shall file Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (if necessary), preliminary proxy materials relating after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As 's shareholders as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or other filingthe Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder 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 mailed to its stockholders at the earliest practicable time after clearance by the SEC.reasonably

Preparation of Proxy Statement. Schedule 13E-3; Stockholders Meeting. (a) If required by applicable law in order to consummate Each of the Offer and the MergerCompany, at the request of Parent and in accordance with applicable law, the Company Purchaser and Parent shall as soon as practicable following the date hereof prepare and file with the SEC the Schedule 13E-3 and the Company shall as soon as practicable following the date hereof prepare and file with the SEC (if necessary)the Proxy Statement in preliminary form, preliminary proxy materials relating to the approval and each of the Merger Company and Purchaser shall use its reasonable best efforts to respond as promptly as practicable to any comments of the adoption of this Agreement by the stockholders SEC with respect thereto. Each of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company Purchaser and Parent will shall notify each other the others promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Schedule 13E-3 and the Proxy Statement or any other filing or for additional information and will shall supply each other the others with copies of all correspondence between such party it or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Schedule 13E-3 and the Proxy Statement or other filingStatement, as applicable. Whenever If at any time prior to receipt of the Company Requisite Vote there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such an amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, and to cause which Purchaser reasonably objects. The Company shall use its counsel and auditors reasonable best efforts to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its the Company's stockholders at the earliest as promptly as practicable time after clearance by filing with the SEC. (b) The Company shall as soon as practicable following the date hereof, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the approval by the holders of Common Stock of this Agreement and the Merger. The Proxy Statement shall include a description of the recommendations referred to in Section 3.03(b), and neither the Company Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify such recommendations or related approval; provided, however, that the Company Board may determine to withdraw or modify such recommendations if the Company Board determines in good faith, after consulting with outside legal counsel and the Financial Advisor, that such withdrawal or modification necessary to do so to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by the withdrawal or modification by either the Company Board or the Evaluation Committee of its approval or recommendation of this Agreement or the Merger. (c) Purchaser and Parent shall cause all shares of Common Stock owned by it and all of its affiliates (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger. Parent shall cause all shares of Purchaser Common Stock owned by Parent and persons comprising the Parent Group (other than the Company and the Company Subsidiaries) to be voted in favor of the approval of this Agreement and the Merger.

Preparation of Proxy Statement. (a) If required by applicable law in order As soon as practicable after the execution of this Agreement, Company shall prepare and cause to consummate be filed with the Offer SEC preliminary proxy materials (the “Proxy Statement”) for the solicitation of approval of the shareholders of Company of the Contemplated Transactions (the “Shareholder Approval”) and the Merger, at the request of Parent and in accordance with applicable law, the such other matters as Company and Parent may reasonably agree. Subject to compliance by Parent with its covenants in Section 6.2, Company shall prepare cause the Proxy Statement related thereto to comply in all material respects with applicable law and the Company rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff and shall file use reasonable best efforts to cause the Proxy Statement to be mailed to Company’s shareholders as promptly as practicable. Each party shall promptly furnish to the other party all information concerning itself, its shareholders and its affiliates that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then such party shall inform the other thereof and shall cooperate with the other in filing such amendment or supplement with the SEC (and, if necessary)appropriate, preliminary in mailing such amendment or supplement to the shareholders of Company. The Proxy Statement shall include the recommendations of the Board of Directors of Company in favor of Shareholder Approval. Parent and its advisors shall have a reasonable opportunity to review and comment on the proxy materials relating prior to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file any filing with the SEC definitive proxy materials SEC. (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement"b) which comply in form with applicable SEC requirements. The Company and Parent will notify each other Parent promptly of the receipt of any comments from the SEC or its staff or any other government official and of any request requests by the SEC or its staff or government official for amendments or supplements to the Proxy Statement or for additional information, and will supply Parent with copies of all such comments and any correspondence between Company and its representatives, and the SEC or its staff or any other government officials for amendments or supplements official with respect thereto. If at any time prior to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representativesClosing Date, 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 or other filing. Whenever any event occurs shall occur that is required to should be set forth in an amendment of, or a supplement to, the Proxy Statement, Company agrees promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including mailing such supplement or amendment to the shareholders of Company. Parent and its advisors shall have a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement or prior to any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by applicable law in order the Purchaser pursuant to consummate the Offer and the Mergeras provided for in this Agreement, at the request of prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in accordance connection with applicable lawthe Transactions (together with any amendments thereof or supplements thereto, the Company “Proxy Statement”) (or, if reasonably requested by Parent or the Purchaser and Parent shall prepare and appropriate under the Company shall file Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (if necessary), preliminary proxy materials relating after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the approval of the Merger and the adoption of this Agreement by the Company’s stockholders of the Company. As as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company shall promptly notify Parent and Parent will notify each other promptly the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, 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, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder 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 filingsuch 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. Whenever If at any time prior to the Stockholders’ Meeting there shall occur any event occurs that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing with the SEC or mail to its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, ; provided that no such amendment or supplement to the Proxy Statement shall solicit will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Merger Purchaser, which approval shall not be unreasonably withheld. The Company and adoption of its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement by or the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Transactions. (b) Each The Company agrees to include in the Proxy Statement the unanimous recommendation of Parent and the Company shall provide promptly voting members of the Company’s Board of Directors, subject to any modification, amendment or withdrawal thereof to the other such information concerning extent permitted in any case under Section 6.6 hereof, and represents that the Company’s Financial Advisor has, subject to the terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and (with the Company shall Company’s reasonable cooperation) and, as promptly as reasonably practicable (but in no event later than sixty (60) Business Days) after the date hereof, file with the SEC (if necessary), preliminary a proxy materials statement to be sent to the stockholders of Parent relating to the approval Stockholders Meeting (the “Proxy Statement”); provided, that Parent shall not be in breach of its obligations under this Section 8.08 if its failure to timely file the Proxy Statement with the SEC is due to the Company’s failure to timely deliver any required information for inclusion in the Proxy Statement (including the delivery of the Merger Required Financial Statements). Subject to applicable Law, and the adoption of anything in this Agreement by to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company, Seller and their counsel with a reasonable opportunity to review such document or response, and Parent shall consider in good faith any comments proposed by the Company and Seller thereto. As Parent shall use commercially reasonable efforts (with the reasonable assistance of the Company) to respond promptly as practicable following receipt of SEC to any comments thereon, if any, or upon receipt of notification that from the SEC will not comment thereon, or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other Seller promptly of the receipt of any comments (whether written or oral) from the SEC or its the staff of the SEC and of any request by the SEC or its the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other the Company and Seller with copies of all correspondence between such party or the Parent and any of its representatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filingthe transactions contemplated by this Agreement. Whenever The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act. If at any event occurs time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to any of the parties hereto, or any of their respective Affiliates, officers or directors, is discovered by Parent, the Company or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that is required to should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include a misstatement of a material fact or omit to state any other filingmaterial fact necessary to make the statements therein, in light of the Company circumstances under which they were made, not misleading, then the party that discovers such information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsand, and/or mailing to stockholders of the Companyextent required by applicable Law, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by disseminated to the stockholders of the Company and Parent. Parent shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the definitive Proxy Statement to be mailed to its Parent’s stockholders at as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after Parent is made aware of the earliest practicable time resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after clearance by filing the SECpreliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”).

Preparation of Proxy Statement. (a) If required Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by applicable law in order the Purchaser pursuant to consummate the Offer and the Mergeras provided for in this Agreement, at the request of prepare and file (after providing Parent and in accordance the Purchaser with applicable law, the Company a reasonable opportunity to review and Parent shall prepare and the Company shall file with the SEC (if necessary), propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the approval meeting of the Merger and the adoption of this Agreement by the stockholders holders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Shares to be held in connection with the SEC definitive proxy materials Transactions (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in form lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with applicable all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC requirementsand shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and Parent will notify each other promptly the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, 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, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder 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 filingsuch 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. Whenever If at any time prior to the Stockholders' Meeting there shall occur any event occurs that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing with the SEC or mail to its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, ; provided that no such amendment or supplement to the Proxy Statement shall solicit will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Merger Purchaser, which approval shall not be unreasonably withheld. The Company and adoption of its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement by or the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Transactions. (b) Each The Company agrees to include in the Proxy Statement the unanimous recommendation of Parent and the Company shall provide promptly voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof to the other such information concerning extent permitted in any case under Section 6.6 hereof, and represents that the Company's Financial Advisor has, subject to the terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the The Company and Parent shall prepare as soon as practicable, and the Company shall file with the SEC within ten Business Days of the date of this Agreement, a proxy or information statement (if necessary)the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, preliminary proxy materials relating and will use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall not file the Proxy Statement with the SEC prior to obtaining Parent’s approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") , which comply in form with applicable SEC requirementsapproval shall not be unreasonably withheld. The Company and shall notify Parent will notify each other promptly 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 any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party 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 Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the The Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the not mail any Proxy Statement, or in any amendments amendment or supplements supplement thereto, and to cause its counsel and auditors the Company’s stockholders unless it has first obtained the consent of Parent to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to such mailing, which consent shall not be mailed to its stockholders at the earliest practicable time after clearance by the SECunreasonably withheld.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt the execution and delivery of SEC comments thereonthis Agreement, if anyPurchaser shall prepare, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders assistance of the Company and Seller, and cause to be filed with the SEC the Proxy Statement. The Proxy Statement and any other related SEC filings shall include the approval of this Agreement and the Merger be in a form mutually agreed by the Board of Directors of the Company andPurchaser, subject to the fiduciary duties of the directors of the Company and the provisions Seller. Each of Section 5.2, Section 8.1(e), and Section 8.3(b)(i)Purchaser, the recommendation of Company and Seller shall use its reasonable best efforts to cause the Board of Directors of Proxy Statement to comply with the Company to rules and regulations promulgated by the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) SEC. Each of Parent Purchaser, Seller and the Company shall provide promptly to furnish all information concerning it as may reasonably be requested by the other Party in connection with such information concerning its business actions and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each Promptly after the SEC has completed its review of the Company and Parent will respond to any comments of the SEC and the Company Proxy Statement, Purchaser will cause the Proxy Statement to be mailed to shareholders of Purchaser. (b) Each of Purchaser, the Company and Seller shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its stockholders staff with respect to the Proxy Statement and any amendment to the Proxy Statement filed in response thereto. If Purchaser, the Company or Seller becomes aware that any information contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Purchaser, on the one hand, and the Company and Seller, on the other hand, and shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Proxy Statement. Purchaser, the Company and Seller shall use reasonable best efforts to cause the Proxy Statement as so amended or supplemented, to be filed with the SEC and to be disseminated to the shareholders of Purchaser, as applicable, in each case, pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Purchaser Organizational Documents. Each of the Company, Seller and Purchaser shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that Purchaser receives from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff. (c) Purchaser agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (i) approval of the Business Combination (as defined in the Purchaser Articles), and the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations (the “Transaction Proposal”), (ii) approval of the Purchaser Restated Articles (the “Amendment Proposal”) and each change to the Purchaser Restated Articles that is required to be separately approved, (iii) to the extent required by the NASDAQ listing rules, approval of the issuance of the Purchase Price (the “NASDAQ Proposal”), (iv) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (v) approval of any other proposals reasonably agreed by Purchaser and the Company to be necessary or appropriate in connection with the transaction contemplated hereby (the “Additional Proposal” and together with the Transaction Proposal, the Amendment Proposal, and the NASDAQ Proposal, the “Proposals”). Without the prior written consent of Seller, the Proposals shall be the only matters (other than procedural matters) which Purchaser shall propose to be acted on by Purchaser’s shareholders at the earliest practicable time after clearance by the SECSpecial Meeting.

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC (if necessarybut subject to Parent’s timely performance of its obligations under Section 7.01(b), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonwithin 15 business days hereof), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply in form ”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinions and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent will 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 each other promptly of Parent and Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SECstaff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable following the Offer date of this Agreement, Parent shall, with the cooperation of Company and the MergerPA Management Team (as defined in Article X), prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a proxy statement (the “Proxy Statement”) in preliminary form. The Proxy Statement shall: (i) request approval from Parent’s stockholders of the Merger and this Agreement upon the terms set forth herein; (ii) request approval for the amendment of the Parent Charter to, among other things, (A) effect the change of the name of the Parent from its current name to PharmAthene, Inc., (B) delete the preamble and SPAC-specific portions of the Parent Charter from and after the Closing and (C) provide that, for so long as at least 30% of the request 8% Convertible Notes remain outstanding, the number of directors constituting the Board of Directors of Parent shall not exceed 7, the number of directors constituting each committee of the Board of Directors of Parent shall not exceed 3, and the holders of the 8% Convertible Notes shall have the right, as a separate class (and notwithstanding the existence of less than three such holders at any given time), to (x) elect 3 members to the Board of Directors of Parent and, (y) to the extent they elect to fill such committee positions, appoint 2 of the 3 members of each Committee of the Board of Directors (including the nominating and corporate governance committee and the compensation committee and committees performing similar functions); and (iii) request approval from the Parent’s stockholders for an incentive stock option plan in form and substance acceptable to the PA Management Team, 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 all outstanding Company Options plus 3,000,000; and (v) 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 applicable lawthe Exchange Act, the and each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent shall use its reasonable best efforts to (1) prepare and the Company shall file with the SEC the definitive Proxy Statement, (if necessary)2) cause the Proxy Statement, preliminary proxy materials relating including any amendment or supplement thereto to the approval of the Merger and the adoption of this Agreement be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to Parent’s stockholders and holders of the Company. As Parent Warrants as promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that after the SEC will not comment thereon, the has approved them. Parent shall notify Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will each of Parent and Company shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Whenever Parent and its counsel shall obtain from Company and the PA Management Team such information required to be included in the Proxy Statement and, after consultation with Company and its counsel, respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent shall allow Company’s full participation in the preparation of the Proxy Statement and any amendment or supplement thereto and shall consult with Company and its advisors concerning any comments from the SEC with respect thereto. The PA Management Team and 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 Company, its management, operations and financial condition. Company shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 as soon as they become available and in no event later that February 14, 2007, for inclusion in the Proxy Statement. The PA Management Team shall make itself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC and shall cause to be delivered opinions of counsel related to FDA and Intellectual Property Rights matters as described in the Proxy Statement with respect to Company’s business as Parent may reasonably request opining on such matters as are usual and customary for underwritten public offerings. All information regarding 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 and shall not contain any misstatements of any material information or omit any material information regarding Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the PA Management shall confirm in writing to Parent and 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, any event occurs that with respect to Company, or any change occurs with respect to other information supplied by Company for inclusion in the Proxy Statement, which is required to be set forth described in an amendment of, or a supplement to, the Proxy Statement, Company shall promptly notify Parent of such event, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or any other filingand, as required by Law, in disseminating the Company shall promptly inform Parent of such occurrence and cooperate information contained in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject supplement to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Parent’s stockholders. (bd) Each of Parent and the Company shall provide promptly If, prior to the Effective Time, any event occurs with respect to Parent or Merger Sub, or any change occurs with respect to other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or in any amendments or supplements theretoa supplement to, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each , Parent shall promptly notify Company of the Company such event, and Parent will respond to any comments of and 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 Stockholders Meeting”) as soon as practicable after the Proxy Statement is approved by the SEC. Parent shall consult with Company will on the date for Parent Stockholders 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 at that they give the earliest practicable time after clearance Parent Stockholder Approval, except to the extent 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 Parent’s Board of Directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be restricted from complying with any of its obligations under the SECExchange Act. (f) During the term of this Agreement, Company shall not take any actions to exempt any Person other than Parent and Merger Sub from the threshold restrictions on Company Common Stock ownership or any other anti-takeover provision in Company’s certificate of incorporation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction (as defined in Article X). (g) Parent shall comply with all applicable federal and state securities laws in all material respects.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request As promptly as practicable after execution of Parent this Agreement and in accordance with applicable lawany event within forty-five (45) days after the date hereof, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary)the Proxy Statement, preliminary proxy materials relating which shall meet in all material respects the requirements of applicable Laws, to seek the approval of the Merger and the adoption Company’s shareholders of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsAgreement. The Company shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof filed by it. The Company shall promptly notify Parent will notify each other promptly of the receipt of any comments from of the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filingand shall provide to Parent copies of any written comments received from the SEC in connection with the Proxy Statement. Whenever any event occurs that is required Parent shall be provided an opportunity to be set forth in an amendment or supplement review and comment on all filings with the SEC, including the Proxy Statement, and all mailings to the Proxy Statement Company’s shareholders in connection with this Agreement or any other filingthe Merger, and the Company shall give reasonable consideration to all comments proposed by Parent. Parent shall promptly inform Parent of such occurrence and cooperate provide any information or responses to comments or other assistance reasonably requested by the Company or the SEC in filing connection with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the foregoing. (b) The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andinclude, (i) subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i)6.03, the recommendation of the Company’s Board of Directors that the Company’s shareholders vote to approve this Agreement (the “Company Board Recommendation”), and (ii) the Fairness Opinion. The Company shall mail the Proxy Statement to its shareholders in sufficient time to enable the Company’s Shareholder Meeting to be held at the time or times set forth in Section 6.03. (c) The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the payment of the Company Merger Consideration in accordance with Sections 1.06 and 1.09. If at any time prior to the Effective Time any event or circumstance relating to the Company's stockholders , Parent or any of their respective Subsidiaries, Affiliates, officers or directors should be discovered by such Party that they vote should be set forth in favor of a supplement to the adoption of this Agreement (provided that Proxy Statement, such Party shall promptly inform the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent other thereof and the Company shall provide promptly prepare and mail to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each shareholders of the Company such amendment or supplement, and, if required in connection therewith, resolicit proxies. (d) The Company and Parent will respond shall make any necessary filings with respect to any comments of the SEC and Merger under the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECExchange Act.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable after the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption date of this Agreement by (and in any event, within twenty (20) Business Days hereof, assuming the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonCompany has received all required information from Parent), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply ”). 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 form connection with applicable SEC requirementsthe 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, 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 stockholders, to comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company shall not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable opportunity to review and comment thereon (and 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 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 to provide to Parent will a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company shall promptly notify each other promptly Parent of the receipt of any written or oral comments or substantive inquires received by the Company from the SEC or its the staff and of any request by the SEC or its staff or any other government officials for amendments or supplements thereof related to the Proxy Statement or any other filing or request for additional information and will supply each other information. The Company shall promptly provide Parent with copies of all written correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, SEC or its the staff or any other government officialsthereof, on the other hand, with respect to the Proxy Statement or other filing. Whenever Statement, shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any event occurs that is required written responses to be set forth submitted by the Company in response to any comments or substantive inquiries from the SEC or the staff thereof and shall provide Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company); provided, that in connection with an amendment Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or supplement 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 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 or any other filing, the Company shall as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, practicable after receipt thereof and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement in definitive form to be mailed to its stockholders at the earliest practicable time after clearance cleared by the SECSEC as promptly as reasonably practicable following the filing thereof.

Preparation of Proxy Statement. Stockholders -------------------------------------------- Meeting. (a) If required by applicable law in order The Company shall, as soon as practicable, prepare and file ------- with the SEC the proxy materials that shall constitute the proxy statement relating to consummate the Offer Merger and the Merger, Transactions to be submitted to the Company's stockholders at the request of Parent Company Stockholders Meeting to approve the Merger and in accordance with applicable lawthe Transactions (such proxy materials, and any amendments or supplements, the Company and Parent shall prepare "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 on the Proxy Statement and all related proxy materials prior to such documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the SEC (if necessary), preliminary proxy materials relating the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the approval Company's stockholders, in each case at the earliest practicable date following the filing of the Merger and preliminary Proxy Statement with the adoption of this Agreement by the stockholders SEC. If at any time prior to receipt of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company Stockholder Approval there shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, 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 or other filing. Whenever occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such an amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of Parent 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 as to permit completion of the Merger and the Company other Transactions at the earliest practicable date and shall provide promptly be reasonably acceptable to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each each of the Company and Parent will respond Parent. (c) The Company shall be required to comply with Section 7.01(b) notwithstanding any comments action taken by the Company Board pursuant --------------- to Section 6.02 (d) to withdraw or modify its approval or recommendation of the SEC --------------- Merger and the this Agreement or to approve or recommend any Superior Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECProposal.

Preparation of Proxy Statement. As soon as practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event, the Company and Parent shall prepare and the Company shall file with the SEC (if necessarybut subject to Parent's timely performance of its obligations under Section 7.01(b), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonwithin twenty (20) Business Days hereof), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders' Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply in form ). Except as expressly contemplated by Section 6.02(d), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders' Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information expressly supplied by Parent will 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 each other promptly of Parent and Sub upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff or any other government officials of the SEC for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to its stockholders at any comments of the earliest practicable time after clearance by SEC or the SECstaff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable following the Offer and date of this Agreement, Parent shall, with the Mergercooperation of the Company, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a proxy statement (if necessary), the “Proxy Statement”) in preliminary proxy materials relating to the form. The Proxy Statement shall: (i) request approval of the Merger and the adoption of this Agreement by from Parent’s Stockholders upon the stockholders 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 CompanyParent’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. As 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 following receipt to any comments of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company with respect thereto. Parent shall use its reasonable best efforts to (1) prepare and file with the SEC the definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement", (2) which comply in form with applicable 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 Parent’s Members as promptly as practicable after the SEC requirementshas approved them. The Parent shall notify the Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will each of Parent and the Company shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Whenever 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 event occurs 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 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 set forth 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 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 and shall not contain any misstatements of any material information or omit any material information regarding the Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the Members’ Representative shall confirm in writing to Parent and 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, 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 Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or any other filingand, as required by Law, in disseminating the Company shall promptly inform Parent of such occurrence and cooperate information contained in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject supplement to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Parent’s Stockholders. (bd) Each of Parent and the Company shall provide promptly If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or in any amendments or supplements theretoa supplement to, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of , Parent shall promptly notify the Company of such event, and Parent will respond to any comments of the SEC and the Company will 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 at Stockholders that they give the earliest practicable time after clearance Parent Stockholder Approval, except to the extent 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 Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be restricted from complying with any of its obligations under the SECExchange 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 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 New Financial Statements (the “Audit Costs”) shall be paid by Parent. The Company and its executive officers and agents shall cooperate in good faith with the New Auditors and Parent to enable Parent and the New Auditors to complete the New Financial Statements. The parties agree to use their best efforts to complete the New Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of such New Financial Statements.

Preparation of Proxy Statement. (a) If required by As soon as practicable following the date of this Agreement, Parent shall, with the cooperation of the Company, prepare and file with the SEC under the Exchange Act, and with all other applicable law regulatory bodies, a proxy statement (the “Proxy Statement”) in order preliminary form. The Proxy Statement shall: (i) request approval from Parent’s stockholders of the Merger and this Agreement 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 consummate the Offer Stockholders’ 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 1,400,000 of the Parent’s shares outstanding at the Effective Time; (iii) request approval from Parent’s stockholders to elect the Stockholders’ Representative Directors, the Parent Directors and the Merger, at Independent Director; and (iv) request such other approvals as the request 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 and Common Stock in the Merger. The Proxy Statement shall be filed in preliminary form in accordance with applicable lawthe Exchange Act, the and each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent shall use its reasonable best efforts to (1) prepare and the Company shall file with the SEC the definitive Proxy Statement, (if necessary)2) cause the Proxy Statement, preliminary proxy materials relating including any amendment or supplement thereto to the approval of the Merger and the adoption of this Agreement be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to Parent’s stockholders of the Company. As as promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that after the SEC will not comment thereon, has approved them. Parent shall notify the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will each of Parent and the Company shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Whenever 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 event occurs 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 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 set forth 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”); provided further however, that if the Company breaches this Agreement and the Merger is not consummated because of such breach, the Company shall reimburse Parent the Audit Costs. The Stockholders’ Representative shall make herself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to 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 and shall not contain any misstatements of any material information or omit any material information regarding the Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the Stockholders’ Representative shall confirm in writing to Parent and 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, 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 Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement or any other filingand, as required by Law, in disseminating the Company shall promptly inform Parent of such occurrence and cooperate information contained in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject supplement to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Parent’s stockholders. (bd) Each of Parent and the Company shall provide promptly If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or in any amendments or supplements theretoa supplement to, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of , Parent shall promptly notify the Company of such event, and Parent will respond to any comments of the SEC and the Company will 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 Stockholders 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 Stockholders 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 at that they give the earliest practicable time after clearance Parent Stockholder Approval, except to the extent 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 Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any other provision thereof, Parent shall not be restricted from complying with any of its obligations under the SECExchange 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 Common Stock ownership or any other anti-takeover provision in the Company’s certificate of incorporation, 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 under this Article 8, 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 New Financial Statements (the “Audit Costs”) shall be paid by Parent; provided, however, if: (i) the Company materially breaches any representation, warranty, covenant or agreement contained in this Agreement and (ii) the Merger is not consummated, then the Company shall pay the Audit Costs to Parent. The Company and its executive officers and agents shall cooperate in good faith with the New Auditors and Parent to enable Parent and the New Auditors to complete the New Financial Statements. The parties agree to use their best efforts to complete the New Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of such New Financial Statements.

Preparation of Proxy Statement. As promptly as reasonably practicable following the Closing, but, in any case within sixty (a60) If required days thereafter, Xxxxxxx shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by applicable law in order the SEC (including, with respect to consummate the Offer Company, the provision of financial statements of, and the Merger, at the request of Parent and in accordance any other information with applicable lawrespect to, the Company for all periods, and Parent shall prepare and in the Company shall file with form, required to be included in the SEC Proxy Statement under Securities Laws (if necessary), preliminary proxy materials relating after giving effect to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, any waivers received) or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred in response to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representativesstaff. Carmell, on the one hand, and the SEC, or its staff or any other government officialsCompany, on the other hand, with respect shall promptly furnish, or cause to be furnished, to the Proxy Statement other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. Whenever If any event occurs Party becomes aware of any information that is required to should be set forth disclosed in an amendment or supplement to the Proxy Statement or Statement, then (1) such Party shall promptly inform, in the case of any other filingCarmell Party, the Company Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) Xxxxxxx shall promptly inform Parent of file such occurrence mutually agreed upon amendment or supplement with the SEC; and cooperate (4) the Parties shall reasonably cooperate, if appropriate, in filing with promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff or any other government officials, and/or mailing to stockholders that it has completed its review of the Companypreliminary proxy statement or that it will not review the preliminary proxy statement, such amendment or supplement. If required, file and mail a definitive proxy statement for the Proxy Statement shall solicit the approval vote of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at to approve the earliest practicable time after clearance by the SECRequired Transaction Proposal.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly soon as practicable following receipt after the Agreement Date (subject to Parent’s performance of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonits obligations under Section 6.1(b)), the Company shall file prepare and shall cause to be filed with the SEC definitive in preliminary form a proxy materials statement relating to the Stockholders’ Meeting (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "“Proxy Statement") which comply in form ”). Except as expressly contemplated by Section 5.2(f), the Proxy Statement shall include the Recommendation with applicable SEC requirementsrespect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company shall cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent will 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 each other promptly of Parent and Merger Sub upon the receipt of any comments from the SEC or its staff and of or any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information Statement, and will supply each other shall provide Parent and Merger Sub with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the The Company shall use reasonable best efforts to respond as promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond reasonably practicable to any comments of the SEC or its staff with respect to the Proxy Statement, and the Company will cause 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 be mailed the holders of Company Common Stock, or responding to any comments of the SEC or its stockholders at staff with respect thereto, the earliest practicable time after clearance by the SECCompany shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable following the Offer and the Merger, at the request execution of Parent and in accordance with applicable lawthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), a preliminary proxy materials relating statement (as amended and supplemented, the “Proxy Statement”) in connection with the meeting of its shareholders (the “Shareholders Meeting”) to consider the Merger. The Company shall use its reasonable best efforts to respond to any written comments of the SEC or its staff, and, to the approval of extent permitted by law, to cause the Merger and the adoption of this Agreement by the stockholders of Proxy Statement to be mailed to the Company. As ’s shareholders as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company and Parent will shall notify each other Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Buyer with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other filingthe Merger. Whenever If at any time prior to the Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent Buyer. In such event, the Company, with the cooperation of Buyer and Merger Sub, will promptly prepare and mail to its shareholders such occurrence an amendment or supplement. Buyer shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and cooperate in shall furnish the Company with all information required to be included therein with respect to Buyer or Merger Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement, any amendment or supplement thereto, and any such correspondence prior to its filing with the SEC or its staff or any other government officials, and/or mailing dissemination to stockholders of the Company, such amendment or supplement. If required, the ’s shareholders. (b) The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (and the Merger, provided that the Board of Directors of the Company may exclude withdraw such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn7.3(b). (bc) Each of Parent and Without limiting the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment generality of the providing party or its counselforegoing, may each of the parties shall correct promptly any information provided by it to be required or appropriate for inclusion used specifically in the Proxy Statement, if required, that shall have become false or misleading in any amendments or supplements thereto, material respect and shall take all reasonable steps necessary to cause its counsel and auditors to cooperate file with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and have declared effective or cleared by the Company will SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be mailed disseminated to its stockholders at the earliest practicable time after clearance shareholders of the Company, in each case to the extent required by the SECapplicable law.

Preparation of Proxy Statement. As promptly as reasonably practicable after the date hereof (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable lawany event within fifteen business days), the Company and Parent Company, with the assistance of Parent, shall prepare prepare, and the Company shall file with the SEC (if necessary)SEC, the preliminary proxy materials Proxy Statement in form and substance reasonably satisfactory to each of the Company and Parent relating to the approval of the Merger and the adoption transactions contemplated hereby. Subject to the terms of this Agreement by Agreement, the stockholders Proxy 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. As 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 following receipt to any comments of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonand 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 shall file agrees to take all steps reasonably necessary to cause the Proxy Statement as so corrected to be filed with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred and to herein as be disseminated to holders of shares of Company Common Stock, in each case as, and to the "Proxy Statement") which comply in form with extent, required by applicable SEC requirementsLaw. The Company shall promptly provide Parent and Parent will notify each other promptly of the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff and of (including any request by the SEC or its staff or for any other government officials for amendments or supplements to the preliminary Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one handdefinitive Proxy Statement), and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company and Parent shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing and, if required, the Company shall mail to stockholders of the Companyits shareholders, as promptly as reasonably practicable, such amendment or supplement. If required, the Proxy Statement Parent and its counsel shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject be given a reasonable opportunity to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company review any written responses to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent SEC comments and the Company shall provide promptly give due consideration to the other such information concerning its business reasonable additions, deletions or changes suggested thereto by Parent and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the The Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECshall comply in all material respects with all applicable requirements of Law.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As promptly as practicable after the Offer and the Merger, at the request date of Parent and in accordance with applicable lawthis Agreement, the Company and Parent shall prepare a proxy statement (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, Lxxxx Lxxxxxx & Sxxx 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 SEC Commission the preliminary Proxy Statement no later than five (if necessary), preliminary proxy materials relating to 5) Business Days following the approval of the Merger and the adoption of this Agreement by the stockholders date of the Company. As promptly as practicable following ’s receipt of SEC Purchaser’s or Purchaser’s special counsel’s comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsthereto. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to shall cause the Proxy Statement or any other filing or for additional information to comply with the rules and will supply each other with copies of all correspondence between such party or any of its representatives, on regulations promulgated by the one handCommission, and the SEC, or shall use its staff or any other government officials, on the other hand, with respect best efforts to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall respond promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn). (b) Each of Parent and the Company shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the 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 and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC Commission or its staff, such responses to be reasonably satisfactory to the 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 the opportunity to review and comment 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 at shareholders as promptly as practicable after filing with the earliest practicable time after clearance by the SECCommission.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with shall, as promptly as practicable after the SEC (if necessary)date of this Agreement, preliminary but in any event by no later than May 19, 2006, prepare and distribute to holders of Company Common Stock a proxy materials statement/offering memorandum relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials Stockholders' Meeting (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements). The Company Proxy Statement shall (i) include copies of Parent's Annual Report on Form 10-K for the year ended December 31, 2005, Parent's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and Parent will notify each other promptly of the receipt of any comments from Parent's Proxy Statement on Schedule 14A filed with the SEC on April 19, 2006, or its staff and (ii) refer recipients of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information to such documents and will supply each other with copies of all correspondence between incorporate such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to documents by reference into the Proxy Statement or other filingStatement. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the The Proxy Statement shall solicit the approval of the Merger also include pro forma financial information for Parent and adoption of this Agreement by the stockholders of the Company as of and shall include for the approval of this Agreement and the Merger by the Board of Directors of the Company andyear ended December 31, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)2005. (b) Each The information supplied by each of Parent and the Company in the Proxy Statement shall provide promptly not, at the date such materials (or any 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 light of the circumstances under which they are made, not misleading. If at any time prior to the other such information concerning its business and financial statements and affairs as, Effective Time any event or circumstance relating to Parent or the Company or any of their respective Subsidiaries or affiliates is discovered by Parent or the Company that should be set forth in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in a supplement to the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause 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 mailed provided to its stockholders at the earliest practicable time holders of Company Common Stock (x) prior to the receipt of the Stockholder Approval or (y) after clearance 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 SECParent to effect an issuance of Parent Common Stock pursuant to this Agreement (including pursuant to Section 2.1(b)(y)).

Preparation of Proxy Statement. (a) If The Company shall, as soon as practicable, but in any event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required by applicable law to be filed under the Exchange Act) relating to the meeting of the holders of shares of Company Common Stock to be held in order to consummate connection with the Offer and the Merger, at the request of Parent and in accordance Transactions (together with applicable lawany amendments thereof or supplements thereto, the Company "PROXY STATEMENT") (or, if requested by Merger Sub and Parent shall prepare and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Company shall file Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if necessary)the Proxy Statement is not filed within 30 days after the date of this Agreement, preliminary proxy materials relating but the Company is using its best efforts to cause the approval of the Merger and the adoption Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the stockholders Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company. As 's stockholders as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company will cause the Proxy Statement (other filingthan portions relating to the Merger Sub or the Investor Group) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement). Whenever 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 Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC an amendment or its staff or any other government officialssupplement; PROVIDED, and/or mailing to stockholders of the Company, that no such amendment or supplement. If required, supplement to the Proxy Statement shall solicit will be made by the approval of Company without providing the Merger Sub a reasonable opportunity to review and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)comment thereon. (b) Each The Company agrees to include in the Proxy Statement the unanimous recommendation of Parent the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company shall provide promptly Company's Financial Advisor has, subject to the other such information concerning terms of its business and financial statements and affairs asengagement letter with the Company, in consented to the reasonable judgment inclusion of the providing party or references to its counsel, may be required or appropriate for inclusion opinion in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement. Each of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SEC.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate The Company, the Offer and the MergerShareholders, at the request of Merger Sub, Parent and in accordance with applicable lawSaw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company and Parent shall shall, as soon as practicable, prepare and the Company shall file (after providing Merger Sub with the SEC (if necessary), a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the approval meeting of the Merger and the adoption holders of this Agreement by the stockholders shares of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Common Stock to be held in connection with the SEC definitive proxy materials Merger (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply with the SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in form no event shall the Company file the Proxy Statement with applicable the SEC requirementsany later than the date forty-five (45) days after the date hereof. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, 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 or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder 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 filingsuch 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. Whenever If at any time prior to the Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of such occurrence Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and cooperate its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in filing all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff the Transactions; provided that in the event that such participation by Merger Sub or any other government officialsthe Company is not practicable, and/or mailing to stockholders the Special Committee shall promptly inform Merger Sub and the Company of the Company, content of all such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement communications and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)participants involved therein. (b) Each Subject to the provisions of Parent Section 7.05 and Section 9.01, the Company shall provide promptly agrees to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion include in the Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with Statement the other with the other's counsel and auditors in the preparation recommendation of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement. Each Statement shall contain a copy of the Company and Parent will respond to any comments of the SEC and the Company will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after clearance by the SECLehmxx Xxxnion.