Common use of Preparation of the Proxy Statement; Company Stockholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05), the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations and in this Section 5.05any event within twenty (20) Business Days after the Original Agreement Date), the Company shall prepare and file a cause to be filed with the SEC the preliminary Proxy Statement with Statement. As promptly as reasonably practicable following the SEC. Subject date of such request, Parent shall furnish all information concerning Parent and its Affiliates to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with reasonably requested by the Company and required pursuant to the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate provide such other reasonable assistance as may be reasonably requested in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC or its staff for additional information or amendments or supplements to the Proxy Statement or for additional information and will shall promptly provide Parent with copies of all correspondence between the Company or and its Representatives, on the one hand, and the SEC or its staff, on the other hand, related . The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the SEC with respect to the Proxy Statement, to clear the preliminary Proxy Statement with the SEC as promptly as reasonably practicable after filing, and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the date of this Agreement, and Parent shall, upon reasonable request, reasonably cooperate in connection therewith. Notwithstanding the anything to the contrary stated above, prior to filing or mailing the TransactionsProxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or its staff) with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on the Proxy Statement, document or response (including the proposed final version of the Proxy Statement, document or response) and (ii) shall give reasonable consideration in good faith to all comments reasonably proposed by Parent. (b) If, at any time prior to the Company Stockholders Meeting, any change occurs with respect to information relating supplied by Parent or its Affiliates for inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall reasonably promptly notify the Company or Parentof such event upon becoming aware of the same, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by and the Company or Parent that should be set forth in an shall as promptly as reasonably practicable file any necessary amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent as required by applicable Law, disseminate the Company shall disseminate information contained in such amendment or supplement to the Company’s stockholders (subject to the last sentence of the CompanySection 5.2(a)). (c) Subject If, prior to Section 5.04the Company Stockholders Meeting, there shall occur any event that is required to be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event and as promptly as reasonably practicable file any necessary amendment or supplement to the Proxy Statement with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s stockholders (subject to the last sentence of Section 5.2(a)). (d) The Company shall, as soon as reasonably practicable following the date of this Agreement (in consultation with Parent), conduct a one or more “broker searchsearches,” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, and, as reasonably promptly as practicable after the SEC clears the Proxy Statement, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. In connection with the foregoing, the Company shall (i) cause the definitive Proxy Statement to be mailed to the Company’s stockholders; and (ii) unless the Company Board shall have made a Change in Recommendation in accordance with Section 5.3(b), use its reasonable best efforts to solicit the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval (the “Company Board Recommendation”) and shall consult include such recommendation in the Proxy Statement (and shall not submit any other proposal to holders in connection with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without Company Stockholders Meeting without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, conditioned or delayed) in each case, unless the Company Board shall have made a Change in Recommendation in accordance with Section 5.3(b). Unless required by applicable Law, the Company Stockholder Approval shall be not change such record date for the only matter (other than Company Stockholders Meeting without the prior written consent of Parent and shall not adjourn or otherwise postpone or delay the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholders Meeting (i) adjournment if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related after consultation with Parent, to the Transactions and extent necessary to ensure the distribution of any supplement or amendment to the Proxy Statement required by Law within a reasonable amount of time in advance of the Company Stockholders Meeting or (iii) any other matters as required if there are insufficient affirmative votes represented (either in person or by applicable Lawproxy) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with Meeting to obtain the foregoingCompany Stockholder Approval; provided, further, however, that unless agreed to in writing by Parent, the Company shall file may not adjourn or postpone under the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established preceding clause (i) or (iii) for the Company Stockholders Meeting as promptly as practicable more than thirty (and in any event shall do so within five (530) Business Days) Days after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy StatementStockholders Meeting was originally scheduled. Notwithstanding any Change in Recommendation, then such date shall be the “SEC Clearance Date”). Unless unless this Agreement is terminated in accordance with its terms, the obligations of the Company hereunder shall (A) upon continue in full force and effect and such obligations shall not be affected by the reasonable request of Parentcommencement, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior public proposal, public disclosure or communication to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating of any Acquisition Proposal (whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtainedor not a Superior Proposal). (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)and subject to applicable Law, the Company shall prepare the Proxy Statement in preliminary form and file a preliminary Proxy Statement it with the SEC. Subject to Section 5.045.3, the Board of Directors of the Company shall make the Company Board Recommendation to the Company Stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent, Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the Proxy Statement and shall include the Company Recommendation. Parent shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement, and each of Parent Statement and the Company shall furnish all information concerning it and its affiliates (including, in resolution of any comments thereto received from the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance SEC as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statementfrom time to time. The parties Company shall use their respective commercially reasonable efforts to have cause the Proxy Statement cleared by to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and NASDAQ. Each of the Company, Parent and Merger Sub shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement if and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional extent such information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain contains any untrue statement of any a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, at in the time and in light of the circumstances under which they were made, not false misleading. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or misleadingsupplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the party that discovers such information one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable notify to any comments received from the other party SEC concerning the Proxy Statement and correct to resolve any such informationcomments with the SEC, and shall use reasonable best efforts to cause the Company shall file with the SEC an appropriate amendment or supplement describing such information Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after receipt of confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company Stockholders, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent has had with a reasonable opportunity to review and comment thereonto propose comments on such document or response, and, which the Company shall consider in good faith. (b) Notwithstanding any Company Board Recommendation Change but subject to Section 6.12(a) and applicable Law and to the extent required not prohibited by applicable Lawany Order, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, take all necessary actions in accordance with applicable Law, the certificate of incorporation or bylaws of the Company Charter and the Company Bylaws, all action necessary rules of NASDAQ to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholders Meeting Stockholder Approval, as promptly as practicable after following receipt of confirmation from the SEC Clearance Datethat it will not review, for or that it has completed its review of, the purpose of seeking the Company Stockholder ApprovalProxy Statement. The Company shall consult with Parent regarding solicit from the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 Company Stockholders proxies in favor of the Exchange Act. Without adoption of this Agreement in accordance with the prior written consent DGCL and, unless the Board of Parent (which consent Directors of the Company has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall not be unreasonably withheld, conditioned or delayed), use its reasonable best efforts to obtain the Company Stockholder Approval shall be at the only matter (other than Company Stockholders’ Meeting. Notwithstanding anything to the contrary contained in this Agreement, the Company may, after consultation with Parent but in its sole discretion, adjourn, recess or postpone the Company Stockholders’ Meeting (i) adjournment to allow reasonable additional time for the filing or mailing of any supplement or amendment to the Proxy Statement that the Company has determined is reasonably likely to be required under applicable Law and for such supplement or amendment to be disseminated and reviewed by the Company Stockholders in advance of the Company Stockholders Stockholders’ Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and extent required by a court of competent jurisdiction in connection with any Legal Proceedings in connection with this Agreement or the Transactions, (iii) any other matters if as required by applicable Law) of the time for which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders Stockholders’ Meeting is originally scheduled (as of the record date established for the Company Stockholders Meeting as promptly as practicable (and set forth in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be ) there are insufficient shares of Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, business of the Company shall Stockholders’ Meeting or (Aiv) upon to solicit additional proxies for the reasonable request purpose of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing obtaining the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to including at the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in connection with the event foregoing); provided that, in the case of clauses (iii), (iii) or (iv)): (i) with , without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company Stockholders’ Meeting will not be postponed or adjourned (iix) for by more than 30 days after the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure date on which the Company has determined in good faith Stockholders’ Meeting was originally scheduled or (y) to a date that is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders less than five (5) Business Days prior to the Termination Date. (c) Nothing in this Section 6.12 shall be deemed to prevent the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation Board of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date Directors of the Company Stockholders Meeting as originally called is for or any reason adjourned duly authorized committee thereof from taking any action they are permitted or postponed required to take under, and in compliance with, Section 5.2, Section 5.3 or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date of this Agreement Agreement, (provided, that Parent complies with its obligations in this Section 5.05), i) the Company shall prepare the Proxy Statement, (ii) Parent and file a preliminary Proxy Statement with Acquisition Sub shall furnish to the SEC. Subject Company all information concerning themselves and their Affiliates that is required to Section 5.04, be included in the Proxy Statement and shall include the Company Recommendation. Parent shall cooperate with the Company promptly provide such other assistance in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance Statement as may be reasonably requested by the Company in from time to time, and (iii) subject to the connection with the preparation, filing receipt from Parent and distribution Acquisition Sub of the Proxy Statement. The parties information described in clause (ii) above, the Company shall use their respective commercially reasonable efforts to have file the Proxy Statement cleared with the SEC. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments, and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall use its reasonable best efforts (with the assistance of, and after consultation with, Parent as provided by the SEC this Section 6.2(a)) to respond as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of from the SEC with respect theretoto the Proxy Statement. No filing or mailing of, or amendment or supplement to, the Proxy Statement will be made by the Company (i) shall provide without providing Parent a reasonable opportunity to review and comment on the Proxy Statement thereon (and any amendment or supplement thereto), any other documents related to which comments shall be considered by the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed faith) (except as required by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written applicable Law or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information in connection with and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactionsan Adverse Board Recommendation Change. (b) If, at any time prior to the Company Stockholders Stockholders’ Meeting, any information relating to the Company or Parent, Merger SubAcquisition Sub or the Company, or any of their affiliatesrespective Affiliates, officers, directors officers or any transaction any of them have or are contemplating entering into in connection with this Agreementdirectors, is discovered by Parent, Acquisition Sub or the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any an untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and therein (in light of the circumstances under which they were made, ) not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such informationparties hereto, and and, to the Company shall file with the SEC extent required by Law, an appropriate amendment or supplement describing such information as shall be promptly as reasonably practicable after Parent has had a reasonable opportunity to review filed with the SEC and comment thereon, and, disseminated to the extent required by Company’s stockholders in accordance with applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04The Company shall, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after following the date on which the SEC Clearance Dateconfirms that it has no further comments on the Proxy Statement, (i) establish a record date, for and give notice of a meeting of its stockholders, for the purpose of seeking voting upon the approval of the Merger, holding the Company Stockholder Approval. The Company shall consult Advisory Vote and voting on customary matters of procedure (together with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheldpostponement, conditioned adjournment or delayed)other delay thereof, the “Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Stockholders’ Meeting”), (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders Company’s stockholders as of the record date established for the Company Stockholders Stockholders’ Meeting as promptly as practicable and (iii) duly call, convene and in any event shall do so within five (5) Business Days) after the date on which hold the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”Stockholders’ Meeting; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Stockholders’ Meeting upon reasonable request of Parent in the event of clauses (ii), on one or more occasions) (iii) or (iv)): (iA) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)and Acquisition Sub, (iiB) for the absence of a quorum, (iiiC) to allow reasonable additional time for any supplemental or amended disclosure which that the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders Company’s stockholders prior to the Company Stockholders Meeting or following an order or request from the SECStockholders’ Meeting, (ivD) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, Approval or (vE) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as if required by applicable Law or Order, Law. Subject to the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate right of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a to make an Adverse Board Recommendation Change of pursuant to Section 6.5, Company Board Recommendation in accordance with Section 5.03 and Section 5.04, include the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Board Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, and, unless there has been an Adverse Board Recommendation Change pursuant to Section 6.5, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay solicit proxies in such a way that favor of the Company does Stockholder Approval at the Company Stockholders’ Meeting. (d) The Equity Investor, Parent and Acquisition Sub shall not establish a new sell or dispose any shares of Company Common Stock while this Agreement is in effect, and shall cause their controlled Affiliates to, cause Parent Owned Shares and all other shares of Company Common Stock beneficially as of the record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required Stockholder Meeting owned by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior them to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders (A) present at the Company Stockholders Meeting, even if Stockholder Meeting for quorum purposes; and (B) voted at the Company Board has effected a Change Stockholder Meeting in favor of Company Recommendationthe adoption of this Agreement.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As reasonably promptly as reasonably practicable, practicable following the date of this Agreement (and in no event later than fifteen (15) Business Days following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05Agreement), the Company shall prepare and file a preliminary Proxy Statement cause to be filed with the SEC. Subject SEC a proxy statement to Section 5.04be sent to the Company’s stockholders relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement shall include the Company RecommendationStatement”). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each Statement upon the reasonable request of Parent and the Company shall and furnish all information concerning it Parent and its affiliates (including, Affiliates to the Company as reasonably requested by the Company to be included in the case Proxy Statement. The Company shall promptly notify Parent upon the receipt of Parentany comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, Merger Sub) on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any transaction any of them have or are contemplating entering into in connection comments from the SEC with this Agreement that is necessary or appropriate in connection with the preparation of respect to the Proxy Statement, and Parent will cooperate to provide such other assistance as may be any information reasonably requested by the Company in connection therewith. Notwithstanding the connection with the preparationforegoing, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) IfIf prior to the Effective Time any change occurs with respect to information supplied by Parent or its Affiliates for inclusion in the Proxy Statement which is required to be described in an amendment of, at or a supplement to, the Proxy Statement, Parent shall reasonably promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any time necessary amendment or supplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, 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 reasonably promptly notify Parent of such event, and the Company shall as reasonably promptly as practicable file any necessary amendment or supplement to the Proxy Statement with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company shall, as reasonably promptly as practicable (but in no event later than thirty-five (35) days) after the resolution of any comments of the SEC with respect to the preliminary Proxy Statement (or confirmation of no comment to, or further review of, the preliminary Proxy Statement by the SEC or, absent such confirmation or further review by the SEC, the fifteenth (15th) day after the preliminary Proxy Statement has been filed with the SEC) (the “Clearance Date”), duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of (i) seeking the Company Stockholder Approval; and (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s stockholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger. In connection with the foregoing, the Company shall (x) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Clearance Date; and (y) subject to Section 5.04(d), use its reasonable best efforts to obtain the Company Stockholder Approval. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement, in each case, except to the extent that the Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.04(d). The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto, its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal or by the making of any Adverse Recommendation Change by the Company Board, provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.04(d)(i) occurs less than 10 Business Days prior to the Company Stockholders Meeting, the Company shall be entitled to adjourn or postpone the Company Stockholders Meeting to a date not more than 10 Business Days after the later of such event. Notwithstanding the foregoing, if on a date preceding the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the holders of a majority of the outstanding Common Stock entitled to vote on such matters, voting together as a single class, at a meeting duly called and held for such purpose, whether or not a quorum is present, or (ii) it will not have enough shares of Common Stock represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting for the purpose of obtaining sufficient proxies or constituting a quorum. In addition, the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any information relating supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meeting. (e) Each of Parent and Merger Sub shall cause the information supplied in writing by or Parenton behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, Merger Sub, any at the date it is first mailed to the Company’s stockholders or at the time of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement Stockholders Meeting, not to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were are made, not false misleading. No representation is made by Parent or misleading, Merger Sub with respect to statements or omissions made or incorporated by reference in the party that discovers such Proxy Statement based on information shall as promptly as practicable notify the other party and correct such information, and supplied by the Company shall file with the SEC an appropriate amendment for inclusion or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required incorporation by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Companyreference therein. (cf) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding cause the Proxy Statement to (i), at the date it is first mailed to be used as the record date and Company’s stockholders or at the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment time of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) procedural matters comply as to form in all material respects with the requirements of the Exchange Act and executive compensation matters related to the Transactions rules and (iii) any other matters as required regulations promulgated thereunder. No representation is made by applicable Law) which the Company shall propose with respect to be acted on statements or omissions made or incorporated by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and reference in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results based on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed information supplied by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines Merger Sub in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, writing for inclusion or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required incorporation by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendationreference therein.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following If the date adoption of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)by the Company's stockholders is required by law or the Company's Articles of Incorporation or Bylaws, the Company shall and Compass shall, as promptly as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.04, SEC the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and use its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement cleared by to be mailed to the SEC Company's stockholders as promptly as reasonably practicable after such filingfollowing the expiration of the Offer. Prior The Company shall promptly notify Compass upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Compass with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable Compass an opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement such document or response) and , (ii) shall consider include in good faith such document or response all comments reasonably proposed by Parent. The Company Compass and (iii) shall promptly notify Parent upon the receipt of any comments (written not file or oral) from mail such document or respond to the SEC prior to receiving Compass's approval, which approval shall not be unreasonably withheld or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactionsdelayed. (b) IfIf the adoption of this Agreement by the Company's Stockholders is required by law or the Company's Articles of Incorporation or Bylaws, at any time prior to the Company Stockholders Meetingshall, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify following the other party and correct such informationexpiration of the Offer, and the Company shall file with the SEC an appropriate amendment or supplement describing such information establish a record date (which will be as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to following the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders expiration of the Company. (cOffer) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting") for the purpose of seeking obtaining the Company Stockholder Approval. The Company shall consult with Parent regarding the date Subject to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayedSection 4.02(b), the Company Stockholder Approval shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall be include such recommendation in the only matter (other than (i) adjournment Proxy Statement. Without limiting the generality of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.01(b) shall file not be affected by (i) the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed commencement, public proposal, public disclosure or communication to the Company Stockholders as or any other person of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the record date established for Company or any committee thereof of such Board's or committee's approval or recommendation of the Offer, the Merger or this Agreement. Notwithstanding the foregoing, if Sub or any other subsidiary of Compass shall acquire at least ninety percent (90%) of the outstanding shares of Company Common Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the 34 38 expiration of the Offer without the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, Section 14-2-1104 of the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtainedGBCC. (dc) Notwithstanding any provision Compass agrees to cause all shares of this Agreement Company Common Stock purchased pursuant to the contrary, the Offer and all other shares of Company may postpone Common Stock owned by Compass or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request any subsidiary of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not Compass to be unreasonably withheld, conditioned or delayed), (ii) for the absence voted in favor of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly soon as reasonably practicable, and no later than fifteen (15) Business Days following possible after the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)hereof, the Company shall prepare and file with the SEC a preliminary Proxy Statement with the SEC. Subject proxy statement (if required by applicable law) relating to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation a meeting of the holders of Shares to approve the Merger (such proxy statement as amended or supplemented from time to time being hereinafter referred to as the “Proxy Statement, and each of Parent and the ”). The Company shall furnish all information concerning it and its affiliates (including, in provide the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related prior to filing it with the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by ParentSEC. The Company shall promptly notify Parent upon the receipt of any use commercially reasonable efforts to respond to all SEC comments (written or oral) from the SEC or any request from the SEC for amendments or supplements with respect to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to cause the Proxy Statement or to be mailed to the TransactionsCompany’s stockholders at the earliest possible date. (b) IfThe Company will, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly soon as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days possible after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date forhereof, duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the “Stockholders Meeting as promptly as practicable after Meeting”), to be held on the SEC Clearance Dateearliest possible date determined in consultation with Parent, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date approving this Agreement and the timing of any “broker search” required under Rule 14a-13 of transactions contemplated hereby. Once the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters Meeting has been called and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoingnoticed, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) other than for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law quorum and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior then only to the Company next possible future date) the Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely without Parent’s consent. Subject to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Orderlaw and its fiduciary duty, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate Board of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change Directors of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement to the holders of the Shares, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies the Recommendation. Subject to applicable law and its fiduciary duty, without limiting the generality of the foregoing, (i) the Company agrees that its obligations to duly call, give notice of, convene and hold a meeting of the holders of the Shares, as required by this Section 6.1(b), shall not be affected by the withdrawal, amendment or modification of the Table of Contents Recommendation, and (ii) the Company agrees that its obligations pursuant to this Section 6.1(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. (c) Parent shall (i) cause Merger Sub promptly to submit this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby for approval and adoption by Parent by written consent of sole stockholder; (ii) cause the shares of capital stock of Merger Sub to its stockholders at be voted for adoption and approval of this Agreement, the Company Stockholders MeetingVoting Agreement and the transactions contemplated hereby and thereby; and (iii) cause to be taken all additional actions necessary for Merger Sub to adopt and approve this Agreement, even if the Company Board has effected a Change of Company RecommendationVoting Agreement and the transactions contemplated hereby and thereby.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly soon as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary with the SEC the Proxy Statement with under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. Subject to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company TAGTCR shall furnish all information concerning it about itself, its business and operations and its affiliates (including, in owners and all financial information to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is Company as may be reasonably necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested . TAGTCR agrees promptly to correct any information provided by the Company it for use in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement if and any amendment or supplement thereto) or any other documents related to the extent that such information shall have become false or misleading in any material respect. The Company Stockholders Meeting, or responding to shall notify TAGTCR of the receipt of any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related shall use its reasonable best efforts to the Company Stockholders Meeting or response (including the proposed final version of respond to all SEC comments with respect to the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parentto cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company shall promptly notify Parent upon give TAGTCR and its counsel the receipt of any comments (written or oral) from opportunity to review the Proxy Statement prior to its being filed with the SEC or any request from and shall give TAGTCR and its counsel the SEC for opportunity to review all amendments or and supplements to the Proxy Statement or and all responses to requests for additional information and will provide Parent with copies of all correspondence between replies to comments prior to their being filed with, or sent to, the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, SEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating event with respect to the Company or Parent, Merger Sub, any of their affiliates, officers, directors its Subsidiaries or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered respect to other information supplied by the Company or Parent that should TAGTCR for inclusion in the Proxy Statement, shall occur which is required to be set forth described in an amendment or supplement to the Proxy Statement Statement, as the case may be, such event shall be so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such informationdescribed, and the Company such amendment or supplement shall file be promptly filed with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Lawlaw, the Company shall disseminate such amendment or supplement disseminated to the stockholders of the Company. (cb) Subject to Section 5.04The Company will, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after as soon as practicable following the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date forof this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date approving this Agreement and the timing of any “broker search” required under Rule 14a-13 transactions contemplated hereby. Except if the Special Committee of the Exchange Act. Without the prior written consent Board of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably Directors determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so would be inconsistent with its fiduciary duties under any applicable Law or Order; provided that, except as required by applicable Law or Orderlaw, the Company Stockholders Meeting Company, through its Board of Directors, shall not recommend to its stockholders approval of this Agreement (which recommendation shall be adjourned or postponed contained in accordance with the foregoing by more than an aggregate of thirty (30Proxy Statement) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its all commercially reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement. (Ac) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that As soon as practicable following the date of this Agreement, TAGTCR shall prepare and file with the SEC the Schedule 13E-3. TAGTCR shall use all reasonable best efforts to have the Schedule 13E-3 cleared by the SEC. The Company Stockholders Meeting shall furnish all information about itself, its business and operations and its owners and all financial information to TAGTCR as originally called is for any reason adjourned or postponed or otherwise delayed, may be reasonably necessary in connection with the preparation of Schedule 13E-3. The Company agrees that unless Parent shall have otherwise approved promptly to correct any information provided by it for use in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior Schedule 13E-3 if and to the Company Stockholders Meeting, the Company Stockholders Meeting extent that such information shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.have

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.04, SEC the Proxy Statement and shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement, and each Statement to be mailed to the Company's stockholders as promptly as reasonably practicable following the date of Parent and this Agreement. Each of the Company parties shall furnish all information concerning it itself and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate required to be included in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties Company shall use their respective commercially reasonable efforts notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC as promptly as reasonably practicable after such filingor its staff, on the other hand, with respect to the Proxy Statement. Prior Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement such document or response) and , (ii) shall consider include in good faith such document or response all comments reasonably proposed by Parent. The Company Parent and (iii) shall promptly notify Parent upon the receipt of any comments (written not file or oral) from mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, delayed. If at any time prior to receipt of the Company Stockholders Meeting, Stockholder Approval there shall occur any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent event that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereinStatement, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC promptly prepare and mail to its stockholders such an appropriate amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement describing such information thereto, to which Parent reasonably objects. (b) The Company shall, as soon as reasonably practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after following the date hereof of this Agreement and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date ) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting") for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date Subject to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayedSection 5.02(b), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of shall, through the Company Stockholders MeetingBoard, (ii) procedural matters recommend to its stockholders that they adopt this Agreement, and executive compensation matters related to shall include such recommendation in the Transactions and (iii) any other matters as required by applicable Law) which Proxy Statement. Without limiting the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall file not be affected by (i) the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed commencement, public proposal, public disclosure or communication to the Company Stockholders as of any Takeover Proposal or (ii) the record date established for withdrawal or modification by the Company Stockholders Meeting as promptly as practicable (and in Board or any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing committee thereof of the Proxy Statement with the SEC that it will such Board's or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless committee's recommendation of this Agreement is terminated or the Merger. For the avoidance of doubt, the provisions of this Section 6.01(b) shall not survive the termination of this Agreement in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date of this Agreement Agreement, and in any event within twenty (provided, that Parent complies with its obligations in this Section 5.05)20) Business Days hereof, the Company shall prepare and file a preliminary Proxy Statement cause to be filed with the SEC. Subject SEC a proxy statement to Section 5.04be sent to the Company’s stockholders relating to the Company Stockholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement shall include the Company RecommendationStatement”). Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it Parent and its affiliates (including, in Affiliates to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy StatementCompany, and provide such other assistance assistance, as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein. The parties Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use their respective its commercially reasonable efforts to have the Proxy Statement cleared by the SEC respond as promptly as reasonably practicable after such filingto any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Prior Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and its legal counsel a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider reasonably and in good faith all comments reasonably proposed by ParentParent and its legal counsel. (b) If prior to the Effective Time any change occurs with respect to information supplied by Parent or its Affiliates for inclusion in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. The Nothing in this Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). (c) If prior to the Effective Time any event occurs with respect to the Company or any Company Subsidiary, 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 upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one handsuch event, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, at Company shall as promptly as practicable file any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an necessary amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent as required by applicable Law, disseminate the Company shall disseminate information contained in such amendment or supplement to the stockholders Company’s stockholders. Nothing in this Section 6.01(c) shall limit the obligations of the Companyany party under Section 6.01(a). (cd) Subject to Section 5.04The Company shall, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days as promptly as practicable after the date hereof and shall take, in accordance with applicable Law, SEC clears the Company Charter and the Company Bylaws, all action necessary to establish a record date for, Proxy Statement duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of (i) seeking the Company Stockholder Approval. The Company shall consult ; and (ii) in accordance with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 Section 14A of the Exchange Act. Without Act and the prior written consent applicable SEC rules issued thereunder, seeking advisory approval of Parent (which consent shall not be unreasonably withhelda proposal to the Company’s stockholders for a non-binding, conditioned or delayed), advisory vote to approve certain compensation that may become payable to the Company Stockholder Approval shall be Company’s named executive officers in connection with the only matter (other than (i) adjournment completion of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders MeetingMerger. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and (x) as promptly as practicable cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”Company’s stockholders; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (By) give written notice subject to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (iiSection 5.03(d), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain solicit the Company Stockholder Approval, or (v) to the extent the . The Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless include the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In , except to the event extent that the date of Company Board shall have made an Adverse Recommendation Change as permitted by Section 5.03(d). The Company agrees that, unless this Agreement is terminated pursuant to ARTICLE VIII prior thereto, its obligations to hold the Company Stockholders Meeting as originally called is for any reason adjourned pursuant to this Section 6.01 shall not be affected by the commencement, public proposal, public disclosure or postponed or otherwise delayed, communication to the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment of any Alternative Proposal or postponement or other delay in such a way that by the making of any Adverse Recommendation Change by the Company does not establish a new record date for Board; provided, however, that if the public announcement of an Adverse Recommendation Change or the delivery of notice by the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII to Parent pursuant to Section 5.03(d)(ii) occurs less than ten (10) Business Days prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger entitled to its stockholders at postpone the Company Stockholders Meeting, even if Meeting to a date not more than ten (10) Business Days after the Company Board has effected a Change later of Company Recommendationsuch event.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following If the date of this Agreement (provided, that Parent complies with its obligations Company Stockholder Approval is required by law in this Section 5.05)order to complete the Merger, the Company shall and Parent shall, as promptly as practicable following the Acceptance Date, prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.04, SEC the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and use its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement cleared by to be mailed to the SEC Company’s stockholders as promptly as reasonably practicable after such filingfollowing the Acceptance Date. Prior The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement such document or response) and , (ii) shall consider include in good faith such document or response all comments reasonably proposed by Parent. The Company , and (iii) shall promptly notify Parent upon the receipt of any comments (written not file or oral) from mail such document or respond to the SEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld, delayed or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactionsconditioned. (b) If, at any time prior to the If Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, Stockholder Approval is discovered required by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary law in order to make complete the statements made thereinMerger, at the time and in light of the circumstances under which they were made, this Agreement shall not false or misleadinghave been terminated, the party that discovers such information shall Company shall, as promptly as practicable notify following the other party and correct such informationAcceptance Date, and the Company shall file with the SEC an appropriate amendment or supplement describing such information establish a record date (which will be as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to following the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (cAcceptance Date) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall consult with Parent regarding include such recommendation in the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange ActProxy Statement. Without limiting the prior written consent generality of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) (except for the obligations imposed by the preceding sentence) shall file not be affected by (i) the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed commencement, public proposal, public disclosure or communication to the Company Stockholders as or any other Person of any Takeover Proposal, or (ii) the withdrawal or modification prior to the Acceptance Date, by the Board of Directors of the record date established for Company or any committee thereof, of such Board’s or committee’s approval or recommendation of the Offer, the Merger or this Agreement (unless the Agreement shall have been terminated by Parent, Sub or the Company). Once the Company Stockholders Meeting as promptly as practicable (has been called and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its termsnoticed, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may not postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) other than for the absence of a quorum, (iiiquorum and then only to the next possible future date) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting without the written consent of a majority of the Independent Directors. Notwithstanding the foregoing, if Sub or following an order or request from any other Subsidiary of Parent shall acquire at least 90% of the SEC, (iv) if Parent or the outstanding shares of Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or OrderCommon Stock, the Company Stockholders Meeting parties shall not be adjourned or postponed in accordance with take all necessary and appropriate action to cause the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or Merger to a date on or become effective as soon as practicable after the fifth (5th) Business Day preceding expiration of the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation Offer in accordance with Section 5.03 253 of the DGCL. (c) Parent agrees to cause all shares of Company Common Stock purchased pursuant to the Offer and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary shares of Company Common Stock owned by Parent and any Subsidiary or advisable Affiliate of Parent to secure the Company Stockholder Approvalbe voted in favor of adoption of this Agreement, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called if a stockholder vote is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated Applicable Law in accordance with Article VII prior order to complete the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company RecommendationMerger.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date of this Agreement (provided, that Parent complies with its obligations and in any event within 15 Business Days after the date of this Section 5.05Agreement), the Company shall (i) prepare and file with the SEC a proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting (such proxy statement, including the letter to stockholders, notice of meeting and form of proxy and any other document incorporated or referenced therein, as each may be amended or supplemented, the “Proxy Statement”) in preliminary form as required by the Exchange Act and (ii) set a preliminary record date for the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall consult with Parent in good faith regarding the foregoing. The Proxy Statement will comply as to form and substance in all material respects with the SEC. Subject to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation requirements of the Proxy Statement, and each of Parent Exchange Act and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filingthe filing thereof. Prior The Company shall obtain and furnish the information required to filing or mailing be included in the Proxy Statement (including any preliminary Proxy Statement Statement, shall provide Parent and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to Merger Sub with any comments of that may be received from the SEC or its staff with respect thereto, the Company (i) shall provide Parent a reasonable opportunity respond as promptly as practicable to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all such comments reasonably proposed made by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related staff with respect to the Proxy Statement, and shall cause the Proxy Statement or in definitive form to be mailed to the Transactions. (b) IfCompany’s stockholders at the earliest practicable date. Each of Parent and Merger Sub will promptly furnish all information concerning such Person and its Affiliates to the Company, and provide such other assistance to the Company, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement will include all information reasonably requested by Parent and Merger Sub to be included therein. If at any time prior to obtaining the Company Stockholders MeetingStockholder Approval, any information relating to the Company or Merger, the Company, Parent, Merger Sub, Sub or any of their affiliatesrespective Affiliates, officersdirectors, directors partners or any transaction any of them have or are contemplating entering into in connection with this Agreement, is officers should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall such document would not contain any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party Party that discovers such information shall as promptly as practicable notify the other party and correct such information, Parties and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. . Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (cor any amendment or supplement thereto) Subject or responding to Section 5.04any comments of the SEC with respect thereto, the Company shall conduct give Parent, Merger Sub and their counsel a “broker search” in accordance with reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. (b) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders, the Company shall duly call, give notice of, convene and hold (on a date selected by the Company and reasonably acceptable to Parent) the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval and, if applicable, the advisory vote required by Rule 14a-13 of 14a-21(c) under the Exchange Act in connection therewith. The Company shall, through the Company Board, make the Company Board Recommendation, include such Company Board Recommendation in the Proxy Statement and solicit and use its reasonable best efforts to obtain the Company Stockholder Approval, except, in each case, during such time as a valid Adverse Recommendation Change is in effect. The Company may, without the prior consent of Parent, make one or more successive postponements or adjournments of the Company Stockholders Meeting (i) to ensure that any supplement or amendment to the Proxy Statement required under applicable Law is timely provided to the Company’s stockholders within a reasonable amount of time, in the good faith judgment of the Company Board (after consultation with its outside counsel), in advance of the Company Stockholders Meeting, (ii) if required by applicable Law or a request from the SEC or its staff or (iii) if, on a date for which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of Shares to obtain the Company Stockholder Approval, whether or not a quorum is present; provided that (A) the duration of any such adjournment or postponement shall be limited to the minimum duration reasonably necessary to remedy the circumstances giving rise to such adjournment or postponement, (B) no single such adjournment or postponement shall be for more than five Business Days except as may be required by federal securities Laws, and (5C) in the case of clause (iii), the Company Stockholders Meeting shall not be postponed to later than the date that is ten Business Days after the date hereof for which the Company Stockholders Meeting was originally scheduled without the prior written consent of Parent. All other postponements or adjournments shall require the prior written consent of Parent. Notwithstanding anything herein to the contrary, the Company agrees that (i) its obligations pursuant to this Section 6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Takeover Proposal or the occurrence of an Intervening Event and shall take, (ii) unless this Agreement is terminated in accordance with applicable Lawits terms, the Company Charter and the Company Bylaws, all action necessary Company’s obligation to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed affected by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation occurrence of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Adverse Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company RecommendationChange.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary the Proxy Statement with the SEC, and Parent shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. Subject Parent and the Company shall use their reasonable best efforts to Section 5.04, cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the REIT Merger. The Proxy Statement shall include the Company Recommendation. Parent shall cooperate with recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the preparation REIT Merger, except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.04(e). The Company shall use its reasonable best efforts to cause the Proxy StatementStatement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and each prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) Parent and the Company shall furnish make all information concerning necessary filings with respect to the REIT Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it and its affiliates (includingreceives notice thereof, in of the case time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of Parentany stop order, Merger Sub) and any transaction any the suspension of them have the qualification of the Parent Common Stock or are contemplating entering into in connection with this Agreement that is necessary or appropriate Parent 6% Preferred Stock issuable in connection with the preparation of the Proxy StatementREIT Merger for offering or sale in any jurisdiction, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared or any request by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any for amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) the Registration Statement or comments thereon and (ii) shall consider in good faith all comments reasonably proposed responses thereto or requests by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments additional information. No amendment or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party which are incorporated by reference in the Proxy Statement or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party and its Affiliates, their business, financial condition or results of operations or the Transactions. ; and provided, further, that the Company, in connection with a Subsequent Determination, may amend or supplement the Proxy Statement (bincluding by incorporation by reference) Ifpursuant to a Qualifying Amendment (as defined below) to effect such a Subsequent Determination, and in such event, this right of approval shall apply only with respect to information relating to the Parent and its Affiliates or their business, financial condition or results of operations. "Qualifying Amendment" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Subsequent Determination, (ii) a statement of the reasons of the Company Board for making such Subsequent Determination and (iii) additional information reasonably related to the foregoing. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent or the Company Company, or Parent, Merger Sub, any of their affiliatesrespective Affiliates, officersofficers or directors, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is should be discovered by Parent or the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement Statement, so that the Proxy Statement shall such documents would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that which discovers such information shall as promptly as practicable notify the other party parties hereto and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as shall be promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, filed with the SEC and, to the extent required by applicable Lawlaw, the Company shall disseminate such amendment or supplement disseminated to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary Proxy Statement cause to be filed with the SECSEC a proxy statement to be sent to the Company’s stockholders relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Subject to Section 5.04Unless the board of directors (or a duly authorized committee thereof) has made a Change of Company Recommendation in accordance with the provisions of this Agreement, the Proxy Statement shall include the Company Recommendation. Parent shall Parent, Sub and the Company will cooperate with the Company in each other with respect to the preparation of the Proxy Statement, and each of Parent and the Company Sub shall furnish all information concerning it and its affiliates (including, required under the Exchange Act to be included in the case Proxy Statement. The Company shall promptly notify Parent upon the receipt of Parentany comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all non-routine correspondence between the Company or its Representatives, Merger Sub) on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement. The Company shall use its reasonable best efforts to respond as promptly as practicable to, and resolve, any transaction any of them have or are contemplating entering into in connection comments from the SEC with this Agreement that is necessary or appropriate in connection with the preparation of respect to the Proxy Statement, and provide such other assistance as may be reasonably requested by Parent will cooperate in connection therewith. Notwithstanding the Company in the connection with the preparationforegoing, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement proxy statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, If at any time prior to the Company Stockholders Meeting, Meeting any information relating to the Company or Parent, Merger Sub, or any of their affiliatesrespective Subsidiaries, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is should be discovered by the Company or Parent that a party hereto, which information should be set forth in an amendment or supplement to the Proxy Statement so Statement, the party hereto that discovers such information shall promptly notify the other parties hereto and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the Company, Parent and Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall not contain any untrue statement of have become false or misleading in any material fact or omit respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to state include any material fact required to be stated therein or information that shall become necessary in order to make the statements made thereinin the Proxy Statement, at the time and in light of the circumstances under which they were made, not false misleading. The Company further agrees to cause the Proxy Statement as so corrected or misleading, the party that discovers such information shall as supplemented promptly as practicable notify the other party and correct such information, and the Company shall file to be filed with the SEC an appropriate amendment or supplement describing such information and to be disseminated to the Company’s stockholders, in each case as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, . Nothing in this Section 5.18(b) shall limit the Company shall disseminate such amendment or supplement to the stockholders obligations of the Companyany party under Section 5.18(a). (c) Subject to Section 5.04Unless this Agreement has been terminated, the Company shall promptly conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter Law and the Company Bylawsits certificate of incorporation and by-laws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Approval (which Company Stockholders Meeting shall consult with Parent regarding in no event be initially set for later than the thirtieth (30th) calendar day immediately following the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Actfirst mailing of the Proxy Statement (and if such day is not a Business Day, on the first Business Day subsequent to such day)). Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval foregoing shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural procedure matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable LawTransactions) which the Company shall propose to be acted on by the holders of Company Stockholders Common Stock at the Company Stockholders Meeting. In connection with the foregoing, the Company shall (i) file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders Company’s stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall use reasonable best efforts to do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated ; and (ii) unless the board of directors of the Company (or a duly authorized committee thereof) has made a Change of Company Recommendation in accordance with its termsSection 5.03(e) or Section 5.03(f), the Company shall (A) upon the use reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice best efforts to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing solicit the Company Stockholder Approval have been obtained. Approval. The Company shall, through the Company’s board of directors, make the Company Recommendation and shall include such recommendation in the Proxy Statement, in each case, unless the board of directors (dor a duly authorized committee thereof) has made a Change of Company Recommendation in accordance with Section 5.03(e) or Section 5.03(f). Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, the Company may postpone or adjourn the Company Stockholders Meeting only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (iiB), (iiiC) or (ivD)): (iA) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)and Sub, (iiB) for the absence of a quorum, (iiiC) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders Company’s stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, SEC or (ivD) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII Section 7.01 prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board Company’s board of directors (or a committee thereof) has effected a Change of Company Recommendation. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file (and the Company shall use reasonable best efforts to file within twenty (20) Business Days of the date of this Agreement) a preliminary Proxy Statement with the SEC. Subject to Section 5.045.03, the Proxy Statement shall include the Company Recommendation. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all such reasonable information concerning it and its affiliates (includingit, in Sub, the case of Parent, Merger Sub) Guarantors and any transaction any of them have or are contemplating entering into in connection with this Agreement their respective affiliates that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance assistance, as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing, including by providing responses to any comments received on the Proxy Statement by the SEC or its staff. Prior to filing or mailing the Proxy Statement or any related documents (including any preliminary Proxy Statement and or in each case, any amendment or supplement thereto) or any thereto other documents than filings under the Exchange Act related to the a Change of Company Stockholders Meeting, Recommendation made in accordance with this Agreement) or responding to any comments of the SEC with respect thereto, the Company shall (i) shall provide Parent and its Representatives with a reasonable opportunity to review and comment on the Proxy Statement such document (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting including drafts thereof) or response in advance (including the proposed final version of the Proxy Statement such document or response) to the extent not prohibited by applicable Law and (ii) shall consider in good faith all any comments reasonably proposed on, or additions, deletions or changes to, such document or response provided by Parentor on behalf of Parent or Sub. The Company shall promptly notify Parent upon promptly of the receipt of any comments (written or oral) to the Proxy Statement from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will provide supply Parent with copies of all comments and correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related staff with respect to the Proxy Statement or the Transactions. (b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, the Guarantors or any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, respective affiliates is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall such document would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were are made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct party. Following such informationnotification, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereonthereon in accordance with Section 5.04(a), and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.045.03, the Company shall, after the Proxy Statement is cleared by the SEC (or the date the Proxy Statement may be mailed to stockholders pursuant to the applicable rules of the Exchange Act) for mailing to the Company’s stockholders, as promptly as reasonably practicable (and in the case of clauses (i) and (ii) below, the Company shall conduct a “broker search” use reasonable best efforts to, within ten (10) calendar days after such clearance, unless the parties agree in accordance writing otherwise) (i) file the Proxy Statement in its definitive form with Rule 14a-13 of the Exchange Act within five SEC (5which Proxy Statement shall include the Company Recommendation), (ii) Business Days cause the definitive Proxy Statement to be mailed after the date hereof of such clearance and shall take, (iii) in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof to the extent made in accordance with the terms of this Agreement, the “Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting”) for the purpose of seeking the Company Stockholder Approval. The ; provided that the Company shall consult with Parent regarding the date not be required to be used as the establish a record date and or mail the timing of any “broker search” required under Rule 14a-13 of Proxy Statement at dates or times inconsistent with the Exchange Acttimeframe for holding the Company Stockholders Meeting. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent, the Company Stockholder Approval adoption of this Agreement shall be the only matter (other than (i) adjournment matters of the Company Stockholders Meeting, (ii) procedural procedure and matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable LawLaw to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) which that the Company shall propose to be acted on by the stockholders of the Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company no event shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for of the Company Stockholders Meeting as promptly as practicable be changed (and A) without Parent’s prior written consent in any the event shall do so within five (5) Business Days) after the such record date on which would result in the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company Stockholders Meeting being within ten (10) calendar days after the initial filing Business Days of the Proxy Statement Outside Date or (B) in all other circumstances, without prior consultation with the SEC that it will or will not be reviewing the Proxy StatementParent, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall each case of clauses (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting), and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtainedunless required by applicable Law. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may may, in its reasonable discretion, adjourn, recess or postpone the Company Stockholders Meeting, (i) to the extent necessary, in the judgment of the Company Board, to ensure that any required supplement or adjourn only amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting, (and shall postpone or adjourn ii) if as of the time for which the Company Stockholders Meeting upon reasonable request of Parent is originally scheduled (as set forth in the event Proxy Statement) there are insufficient shares of clauses Company Common Stock represented (ii), (iiieither in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or (iv)): (i) with to the consent extent that at such time the Company reasonably believes it is necessary to solicit additional proxies sufficient to allow the receipt of Parent (such consent not to be unreasonably withheld, conditioned the Company Stockholder Approval at the Company Stockholders Meeting or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the extent the Company has determined determines in good faith is necessary that failure to do so would be inconsistent with the Company’s obligations under applicable Law Law. Subject to Section 5.03, the Company Board shall recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”) and for such supplemental include the Company Recommendation in the Proxy Statement, and the Company shall, unless there has been a Change of Company Recommendation or amended disclosure this Agreement has been terminated in accordance with its terms, use its reasonable best efforts to be disseminated solicit from its stockholders proxies in favor of the adoption of this Agreement and reviewed by to secure the Company Stockholder Approval at the Company Stockholders Meeting. The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. The Company agrees to use reasonable efforts to (A) provide Parent, on a timely basis, with the daily written voting reports the Company receives concerning proxy solicitation results for each of the ten (10) Business Days prior to the then-scheduled Company Stockholders Meeting and (B) give written notice to Parent one (1) Business Day prior to the Company Stockholders Meeting or following an order or request from and on the SECday of, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Orderbut prior to, the Company Stockholders Meeting of the status of the Company Stockholder Approval. (e) Notwithstanding any Change of Company Recommendation pursuant to Section 5.03(f), the Company shall not be adjourned or postponed nonetheless submit this Agreement to the holders of Shares for adoption at the Company Stockholders Meeting in accordance with the foregoing by more than an aggregate terms of thirty (30) days from the originally-scheduled datethis Agreement, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly has been terminated in accordance with Article ARTICLE VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file with the SEC preliminary proxy materials (including a preliminary Proxy Statement with the SECStatement). Subject to Section 5.04, the Proxy Statement shall include Each of the Company Recommendation. and Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in such Person to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties Notwithstanding anything contained in this Agreement to the contrary, (i) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement, the Company shall file with the SEC the definitive Proxy Statement, and shall use their respective commercially its reasonable best efforts to have cause the mailing of the definitive Proxy Statement cleared by to the SEC stockholders of the Company, as promptly as reasonably practicable after such filing. Prior to filing or mailing it receives notice from the Proxy Statement SEC that it will not receive comments, and (including any preliminary Proxy Statement and any amendment or supplement theretoii) or any other documents related to if the Company Stockholders Meeting, or responding to any does receive comments of from the SEC with respect theretoto the preliminary Proxy Statement, the Company (i) shall provide Parent a file with the SEC the definitive Proxy Statement, and shall use its reasonable opportunity best efforts to review and comment on cause the mailing of the definitive Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version stockholders of the Proxy Statement or responseCompany, as promptly as reasonably practicable following clearance by the SEC with respect to such comments. (b) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly (i) notify Parent upon the receipt of any oral or written comments (written or oral) requests from the SEC (or of notice of the SEC’s intent to review the preliminary Proxy Statement) and of any request from by the SEC for amendments or supplements to the preliminary Proxy Statement or any other filing with the SEC in connection with the Transactions or for additional or supplemental information in connection therewith and will (ii) provide Parent with copies of all written correspondence (or, in the case of oral correspondence, a reasonably detailed description of such oral correspondence) between the Company or and its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement (or any amendment or supplement thereto), related the Company shall (i) provide Parent with a reasonable opportunity to review and comment on any such document or response, (ii) include in such document or response all comments reasonably proposed by Parent, (iii) to the extent reasonably practicable, permit Parent and its outside counsel to participate in all communications with the SEC (including all meetings and telephone conferences) relating to the Proxy Statement Statement, this Agreement or any of the Transactions. Transactions and (biv) Ifnot file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned. Subject to the preceding sentence, the Company shall respond promptly and in good faith to any comments by the SEC and if, at any time prior to the Company Stockholders MeetingEffective Time, any event or information relating to the Company or Company, Parent, Merger Sub, Sub or any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is Affiliates should be discovered by Parent or the Company or Parent that which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement shall such document would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, therein not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such informationparties, and the Company shall file with the SEC cause an appropriate amendment or supplement describing such information to be filed with the SEC as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, thereafter and, to the extent required by applicable Law, the Company shall disseminate cause such amendment or supplement to be distributed to the stockholders of the Company. (c) Subject The Company shall, as promptly as reasonably practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a special meeting of its stockholders, which meeting the Company shall cause to occur, subject to the following sentence, no later than the fortieth (40th) calendar day (or, if such calendar day is not a Business Day, on the first Business Day subsequent to such calendar day) immediately following the date of mailing of the Proxy Statement (the “Company Stockholders Meeting”), solely for the purpose of obtaining the Company Stockholder Approval and the approval of other matters related to the Transactions, regardless of whether the board of directors of the Company determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Company Adverse Recommendation Change has occurred at any time. The Company shall consult with Parent regarding the date of the Company Stockholders Meeting and shall not postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders Meeting if and to the extent that (i) there are holders of an insufficient number of shares of Company Common Stock present or represented by a proxy at the Company Stockholders Meeting to constitute a quorum at the Company Stockholders Meeting and the Company uses its reasonable best efforts during any such postponement or adjournment to obtain such a quorum as soon as practicable or (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law or Order or a request from the SEC to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders and the Company uses its reasonable best efforts to hold or resume the Company Stockholders Meeting as soon as practicable. (d) The Company shall comply in all material respects with all Laws applicable to the Company Stockholders Meeting. Unless the board of directors of the Company shall have effected a Company Adverse Recommendation Change in accordance with Section 5.046.4(e) or Section 6.4(f), (i) the board of directors of the Company shall unanimously recommend to the stockholders of the Company adoption of this Agreement (the “Company Board Recommendation”), (ii) the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, (iii) the Proxy Statement shall include a copy of the Fairness Opinion and the Company Board Recommendation and (iv) the board of directors of the Company shall not fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Sub, the Company shall conduct a “broker search” in accordance with Rule 14a-13 Board Recommendation. Without limiting the generality of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Lawforegoing, the Company Charter agrees that, subject to Section 6.4(e) and Section 8.1(d), (i) the Company’s obligations pursuant to Section 6.3(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company Bylaws, all action necessary to of any Takeover Proposal and (ii) the Company shall establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), matters constituting the Company Stockholder Approval shall be submitted to the only matter (other than (i) adjournment stockholders of the Company at the Company Stockholders Meeting, Meeting regardless of whether (iiA) procedural matters and executive compensation matters related a Company Adverse Recommendation Change shall have occurred or (B) any Takeover Proposal or Superior Proposal shall have been publicly proposed or announced or otherwise submitted to the Transactions and (iii) Company or any other matters as required by applicable Law) which of its Representatives. The Company agrees that it shall not submit to the vote of the stockholders of the Company shall propose any Takeover Proposal (whether or not a Superior Proposal) prior to be acted on by the vote of the stockholders of the Company Stockholders with respect to the Merger at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the The notice of such Company Stockholders as of the record date established for Meeting shall state that a resolution to adopt this Agreement and a resolution to adjourn the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to considered at the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone no other matters shall be considered or adjourn only (and shall postpone or adjourn voted upon at the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders without Parent’s prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendationwritten consent.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement Agreement, (provided, that Parent complies with its obligations in this Section 5.05), i) the Company shall prepare (with Parent’s reasonable cooperation) and file a preliminary Proxy Statement with the SEC. Subject SEC a proxy statement (such proxy statement, as amended or supplemented from time to Section 5.04time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Proxy Statement shall include will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Parent and the Company Recommendationshall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC). Prior to the effective date of the Form S-4, the Company and Parent shall cooperate also use their respective reasonable best efforts to satisfy all necessary state securities Laws or “blue sky” notice requirements in connection with the Company in Merger and to consummate the preparation of the Proxy Statement, Transactions and each will pay all expenses incident thereto. Each of Parent and the Company shall furnish all information concerning it such person and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance Affiliates as may be reasonably requested by the Company other and shall otherwise reasonably assist and cooperate with the other in the connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement, including the resolution of any comments in respect thereof received from the SEC. The parties As promptly as practicable after the Form S-4 shall have become effective, the Company shall use their respective commercially its reasonable best efforts to have cause the Proxy Statement cleared to be mailed to its stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by the SEC as promptly as reasonably practicable after such filing. Prior to Parent, and no filing of, or mailing amendment or supplement to, the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any will made by the Company, in each case without providing the other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent party a reasonable opportunity to review and comment on thereon. If at any time prior to receipt of the Proxy Statement (and Company Stockholder Approval any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement thereto)to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other documents related parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Company Stockholders Meeting or response (including extent required by Law, disseminated to the proposed final version stockholders of the Proxy Statement Company. Parent shall notify the Company promptly of the time when the Form S-4 has become effective or response) any supplement or amendment to the Form S-4 has been filed, and (ii) shall consider of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in good faith all comments reasonably proposed by Parentconnection with the Merger for offering or sale in any jurisdiction. The Company and Parent shall notify each other promptly notify Parent upon of the receipt of any comments (written or oral) from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and will provide Parent shall supply each other with copies of all correspondence between the Company it or any of its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, related with respect to the Proxy Statement Statement, the Form S-4 or the TransactionsMerger. The Company and Parent will cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. (b) IfThe Company shall, at any time prior subject to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders Certificate of the Company. (c) Subject to Section 5.04Incorporation, the Company shall conduct a “broker search” Bylaws and the rules of New York Stock Exchange, (i) as promptly as practicable (and in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days no event more than 45 days after the date hereof and shall takeForm S-4 becomes effective), in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, call and give notice ofof the Company Stockholders’ Meeting, and (ii) as promptly as practicable convene and hold the Company Stockholders Stockholders’ Meeting as promptly as practicable after the SEC Clearance Dateand submit this Agreement to its stockholders for adoption, for the purpose of seeking obtaining the Company Stockholder Approval. The Company shall consult with Parent regarding Subject to the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 ability of the Exchange Act. Without Board of Directors of the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayedCompany to make an Adverse Recommendation Change pursuant to Section 4.02(d), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of make the Company Stockholders Meeting, Board Recommendation and include such recommendation in the Proxy Statement and (ii) procedural matters and executive compensation matters related use reasonable best efforts to obtain from its stockholders the Company Stockholder Approval in favor of the adoption of this Agreement. Notwithstanding anything to the Transactions and (iii) any other matters as required by applicable Law) contrary contained in this Agreement, if on a date preceding the date on which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after or the date on which the Company Stockholders’ Meeting is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its termsscheduled, the Company shall reasonably believes that (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice it is necessary to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Stockholders’ Meeting upon to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable request amount of Parent time in advance of the event of clauses (ii), (iii) Company’s Stockholders’ Meeting or (iv)): B) (i1) with the consent of Parent (such consent it will not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order receive proxies sufficient to obtain the Company Stockholder Approval, whether or not a quorum is present or (v2) it will not have sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the extent business of the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or OrderStockholders’ Meeting, the Company Stockholders may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders’ Meeting, as long as, in the case of any postponement or adjournment under clause (B) of this sentence, the date of the Company Stockholders’ Meeting shall is not be postponed or adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement15 calendar days. In the event that during the three business days prior to the date of that the Company Stockholders Stockholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayedthen scheduled to be held, the Company agrees that unless delivers a notice of an intent to make an Adverse Recommendation Change or Superior Proposal Termination (including in connection with an amendment pursuant to the last sentence of Section 4.02(d)), Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that may direct the Company does not establish a new record date for to postpone the Company Stockholders MeetingStockholders’ Meeting for up to three business days and the Company shall promptly, as so adjournedand in any event no later than the next business day, postponed or delayedpostpone the Company Stockholders’ Meeting in accordance with Parent's direction, except as required by applicable Law. Unless subject to the Company’s right to postpone the Company Stockholders’ Meeting for a longer period pursuant to the preceding sentence. (c) Notwithstanding any Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to the Company’s stockholders for adoption at the Company Stockholders’ Meeting unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Stockholders’ Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.045.03, the Proxy Statement shall include the Company Recommendation. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its it, Sub, the Guarantor, any of their affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance assistance, as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (including any preliminary Proxy Statement and or in each case, any amendment or supplement thereto) or any thereto other documents than filings under the Exchange Act either not related to the Company Stockholders Meeting, this Agreement or that relate to a Competing Proposal) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting such document or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all any comments on such document or response reasonably proposed by Parent. The Company shall promptly notify Parent upon promptly of the receipt of any comments (written or oral) to the Proxy Statement from the SEC or its staff and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will provide promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related staff with respect to the Proxy Statement or the Transactions. (b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, the Guarantor, any of their affiliates, officers, directors respective affiliates or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall such document would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were are made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct party. Following such informationnotification, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereonthereon (and the Company has considered in good faith any comments on such document or response reasonably proposed by Parent), and, and to the extent the Company determines it is required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.045.03, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days shall, as promptly as reasonably practicable after the date hereof and shall takeProxy Statement is cleared by the SEC for mailing to the Company’s stockholders, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting”) for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent, the Company Stockholder Approval adoption of this Agreement shall be the only matter (other than (i) adjournment matters of the Company Stockholders Meeting, (ii) procedural procedure and matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable LawLaw to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) which that the Company shall propose to be acted on by the stockholders of the Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company no event shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for of the Company Stockholders Meeting as promptly as practicable be changed (and i) without Parent’s prior written consent in any the event shall do so within five (5) Business Days) after the such record date on which would result in the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company Stockholders Meeting being within ten (10) calendar days after the initial filing Business Days of the Proxy Statement Outside Date or (ii) in all other circumstances, without prior consultation with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis in each case of clause (i) and (B) give written notice to Parent one day prior to the Company Stockholders Meetingii), and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtainedunless required by applicable Law. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may may, in its reasonable discretion, adjourn, recess or postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (iiand, subject to Section 5.04(c), (iii) or (iv)): may change the record date thereof, (i) with to the consent extent necessary, in the judgment of Parent (such consent not the Company Board, to be unreasonably withheld, conditioned ensure that any required supplement or delayed)amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting, (ii) for if as of the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined Stockholder Meeting is originally scheduled (as set forth in good faith is the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by conduct the business of the Company Stockholders prior Stockholder Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Stockholder Approval at the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (viii) to the extent the Company is obligated determines in good faith that failure to do so would be reasonably likely to be inconsistent with the Company’s obligations under any applicable Law or Order; provided that, except as required by applicable Law or OrderLaw. Subject to Section 5.03, the Company Stockholders Meeting Board shall not be adjourned or postponed in accordance with recommend that the foregoing by more than an aggregate of thirty Company’s stockholders adopt this Agreement (30) days from the originally-scheduled date“Company Recommendation”), or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless and the Company Board shall, unless there has validly made been a Change of Company Recommendation or this Agreement has been terminated in accordance with Section 5.03 its terms, use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. The Company shall reasonably cooperate with and Section 5.04keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. (e) Notwithstanding any Change of Company Recommendation, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating submit this Agreement to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date holders of Shares for adoption at the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article ARTICLE VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, and in any event on or before the date that Parent complies with its obligations in this Section 5.05is fifteen Business Days after the date hereof), the Company shall prepare and file a preliminary Proxy Statement cause to be filed with the SEC. Subject SEC a proxy statement to Section 5.04be sent to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement shall include Statement”). Parent and the Company Recommendation. Parent shall cooperate and consult with the Company each other in the preparation of the Proxy Statement, and each of . Parent and the Company shall furnish all information concerning it Parent and its affiliates (including, in Affiliates to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy StatementCompany, and provide such other assistance assistance, as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties Company shall use their respective commercially reasonable efforts promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to have the Proxy Statement cleared by and shall provide the SEC other with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable after such filingto any comments from the SEC with respect to the Proxy Statement, and Parent will cooperate in connection therewith. Prior Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and or any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable an opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed preliminary and final version versions of the Proxy Statement or response) and ), (ii) shall consider in good faith all comments reasonably proposed by Parent and (iii) shall 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. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from cause all documents that it is responsible for filing with the SEC or any request from the SEC for amendments or supplements other Governmental Entities under this Section 7.01(a) to the Proxy Statement or for additional information and will provide Parent comply in all material respects with copies all applicable requirements of all correspondence between the Company or its Representatives, on the one hand, Law and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactionsrules and regulations promulgated thereunder. (b) If, at any time If prior to the Company Stockholders MeetingEffective Time any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information relating supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company or Parentof such event, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection and Parent shall cooperate with this Agreement, is discovered by the Company or Parent that should be set forth in an the Company’s prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent as required by applicable Law, in disseminating the Company shall disseminate information contained in such amendment or supplement to the stockholders Company’s stockholders. Nothing in this Section 7.01(b) shall limit the obligations of the Companyany party under Section 7.01(a). (c) Subject If prior to Section 5.04the Effective Time any event occurs with respect to the Company or any Company Subsidiary, 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 conduct a “broker search” in accordance with Rule 14a-13 promptly notify Parent of the Exchange Act within five (5) Business Days after the date hereof and shall takesuch event, in accordance with applicable Law, the Company Charter and the Company Bylawsshall promptly file any necessary amendment or supplement to the Proxy Statement with the SEC and, all action necessary as required by Law, disseminate the information contained in such amendment or supplement to establish a record date forthe Company’s stockholders. Nothing in this Section 7.01(c) shall limit the obligations of any party under Section 7.01(a). (d) The Company shall, as soon as reasonably practicable after the SEC clears the Proxy Statement, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of (i) seeking the Company Stockholder Approval. The Company shall consult Approval and (ii) in accordance with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 Section 14A of the Exchange Act. Without Act and the prior written consent applicable SEC rules issued thereunder, seeking advisory approval of Parent (which consent shall not be unreasonably withhelda proposal to the Company’s stockholders for a non-binding, conditioned or delayed), advisory vote to approve certain compensation that may become payable to the Company Stockholder Approval shall be Company’s “named executive officers” as determined under Regulation S-K in connection with the only matter (other than (i) adjournment completion of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders MeetingMerger. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders (A) as of the record date established for the Company Stockholders Meeting as reasonably promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed SEC confirms that the SEC it has no further comments on the Proxy Statement cause the Proxy Statement to be mailed to the Company’s stockholders (and in no event more than five Business Days after the “SEC Clearance Date”; provided that if date on which the SEC confirms that it has failed no further comments on the Proxy Statement); and (B) subject to affirmatively notify Section 6.02(d), use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and obtain the Company within ten (10) calendar days Stockholder Approval. The Company shall convene and hold the Company Stockholders Meeting as soon as possible after the initial filing twentieth Business Day following the mailing of the Proxy Statement with to the SEC Company’s stockholders. The Company shall, through the Company Board, recommend to its stockholders that it will or will not be reviewing they give the Company Stockholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement, then such date in each case, except to the extent that the Company Board shall be the “SEC Clearance Date”have made an Adverse Recommendation Change as permitted by Section 6.02(d). Unless Notwithstanding the foregoing provisions of this Agreement Section 7.01(d), if on a date for which the Company Stockholders Meeting is terminated in accordance with its termsscheduled, the Company shall (A) has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company shall, upon the reasonable request of Parent (and only with the prior written consent of Parent), provide Parent reasonably detailed periodic updates concerning proxy solicitation results on make one or more successive postponements or adjournments of the Company Stockholders Meeting; provided that the Company Stockholders Meeting is not postponed or adjourned to a timely basis and date that is more than twenty days after the date for which the Company Stockholders Meeting was originally scheduled (B) give written notice to Parent one day prior to excluding any adjournments or postponements required by applicable Law). Once the Company has established a record date for the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of shall not change such record date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn establish a different record date for the Company Stockholders Meeting upon reasonable request of Parent in without the event of clauses (ii), (iii) or (iv)): (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. (iie) for Without limiting the absence generality of a quorumthe foregoing, the Company agrees that, unless this Agreement is terminated in accordance with its terms, and, to the extent required under the terms of this Agreement, the Company pays to Parent the Termination Fee in accordance with Section 8.03(b) or the Expense Reimbursement in accordance with Section 8.03(d), (iiii) its obligations to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to hold the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely pursuant to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting this Section 7.01 shall not be adjourned or postponed in accordance with affected by the foregoing making of an Adverse Recommendation Change by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (Bii) take all other action necessary its obligations pursuant to this Section 7.01 shall not be affected by the commencement, public proposal, public disclosure or advisable to secure the Company Stockholder Approval, including communicating communication to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.any

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly soon as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary with the SEC the Proxy Statement with under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. Subject to Section 5.04, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and each of Parent and the Company TAGTCR shall furnish all information concerning it about itself, its business and operations and its affiliates (including, in owners and all financial information to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is Company as may be reasonably necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested . TAGTCR agrees promptly to correct any information provided by the Company it for use in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement if and any amendment or supplement thereto) or any other documents related to the extent that such information shall have become false or misleading in any material respect. The Company Stockholders Meeting, or responding to shall notify TAGTCR of the receipt of any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related shall use its reasonable best efforts to the Company Stockholders Meeting or response (including the proposed final version of respond to all SEC comments with respect to the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parentto cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable date. The Company shall promptly notify Parent upon give TAGTCR and its counsel the receipt of any comments (written or oral) from opportunity to review the Proxy Statement prior to its being filed with the SEC or any request from and shall give TAGTCR and its counsel the SEC for opportunity to review all amendments or and supplements to the Proxy Statement or and all responses to requests for additional information and will provide Parent with copies of all correspondence between replies to comments prior to their being filed with, or sent to, the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, SEC. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating event with respect to the Company or Parent, Merger Sub, any of their affiliates, officers, directors its Subsidiaries or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered respect to other information supplied by the Company or Parent that should TAGTCR for inclusion in the Proxy Statement, shall occur which is required to be set forth described in an amendment or supplement to the Proxy Statement Statement, as the case may be, such event shall be so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such informationdescribed, and the Company such amendment or supplement shall file be promptly filed with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Lawlaw, the Company shall disseminate such amendment or supplement disseminated to the stockholders of the Company. (cb) Subject to Section 5.04The Company will, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after as soon as practicable following the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date forof this Agreement, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date approving this Agreement and the timing of any “broker search” required under Rule 14a-13 transactions contemplated hereby. Except if the Special Committee of the Exchange Act. Without the prior written consent Board of Parent Directors has received a bona fide offer of an Acquisition Proposal that would be a Superior Transaction (which consent shall not be unreasonably withheld, conditioned or delayedas defined below), the Company Stockholder Approval Company, through its Board of Directors, shall recommend to its stockholders approval of this Agreement (which recommendation shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and contained in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its all commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to from its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change proxies in favor of Company Recommendation.approval and adoption of this

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement (provided, that Parent complies with its obligations and in this Section 5.05)any event within ten (10) Business Days) and subject to applicable Law, the Company shall prepare the Proxy Statement in preliminary form and file a preliminary Proxy Statement it with the SEC. Subject to Section 5.045.3, the Board of Directors of the Company shall make the Company Board Recommendation to the Company Stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent, Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the Proxy Statement and shall include the Company Recommendation. Parent shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement, and each of Parent Statement and the Company shall furnish all information concerning it and its affiliates (including, in resolution of any comments thereto received from the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance SEC as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statementfrom time to time. The parties Company shall use their respective commercially reasonable efforts to have cause the Proxy Statement cleared by to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and NASDAQ. Each of the Company, Parent and Merger Sub shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement if and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or for additional extent such information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related to the Proxy Statement or the Transactions. (b) If, at any time prior to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain contains any untrue statement of any a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, at in the time and in light of the circumstances under which they were made, not false misleading. The Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or misleadingsupplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the party that discovers such information one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable notify to any comments received from the other party SEC concerning the Proxy Statement and correct to resolve any such informationcomments with the SEC, and shall use reasonable best efforts to cause the Company shall file with the SEC an appropriate amendment or supplement describing such information Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Proxy Statement Clearance Date. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company Stockholders, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent has had with a reasonable opportunity to review and comment thereonto propose comments on such document or response, and, which the Company shall consider in good faith. (b) Notwithstanding any Company Board Recommendation Change but subject to Section 6.12(a) and applicable Law and to the extent required not prohibited by applicable Lawany Order, the Company shall disseminate such amendment or supplement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, take all necessary actions in accordance with applicable Law, the certificate of incorporation or bylaws of the Company Charter and the Company Bylaws, all action necessary rules of NASDAQ to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholders Meeting Stockholder Approval, as promptly as practicable after the SEC Proxy Statement Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding solicit from the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 Company Stockholders proxies in favor of the Exchange Actadoption of this Agreement in accordance with the DGCL and, unless the Board of Directors of the Company has effected a Company Board Recommendation Change in accordance with Section 5.3, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval at the Company Stockholders’ Meeting. Without Notwithstanding anything to the contrary contained in this Agreement, the Company shall not adjourn or postpone the Company Stockholders’ Meeting without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders’ Meeting (i) if the Company Board had determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders’ Meeting in order to allow the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders, (ii) to the extent required by a court of competent jurisdiction in connection with any Legal Proceedings in connection with this Agreement or the Transactions (provided that, without the prior consent of Parent, each such postponement or adjournment under this clause (ii) may be for no more than the amount of time specified by such court of competent jurisdiction), (iii) if as of the time for which the Company Stockholders’ Meeting upon is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or (iv) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval (including at the reasonable request of Parent in connection with the event foregoing); provided that, in the case of clauses (iii), (iii) or (iv)): (i) with , without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company Stockholders’ Meeting will not be postponed or adjourned (iix) for by more than 30 days after the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure date on which the Company has determined in good faith Stockholders’ Meeting was originally scheduled or (y) to a date that is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders less than five (5) Business Days prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Termination Date. Unless In no event will the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the record date of the Company Stockholders Stockholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayedbe changed without Parent’s prior written consent (such consent not to be unreasonably withheld, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed conditioned or delayed), except as unless required by applicable Law. Unless . (c) Nothing in this Agreement is validly terminated in accordance with Article VII prior Section 6.12 shall be deemed to prevent the Company Stockholders Meeting, or the Board of Directors of the Company Stockholders Meeting shall be convened or any duly authorized committee thereof from taking any action they are permitted or required to take under, and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meetingin compliance with, even if the Company Board has effected a Change of Company RecommendationSection 5.2, Section 5.3 or applicable Law.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, practicable (and no later than fifteen in any event within twenty (1520) Business Days Days) following the date of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary Proxy Statement cause to be filed with the SEC. Subject SEC a proxy statement to Section 5.04be mailed to the stockholders of the Company relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the “Proxy Statement, and each ”) in preliminary form. Each of Parent and the Company Merger Sub shall promptly furnish all information concerning it itself and its affiliates (including, in Affiliates to the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy StatementCompany, and promptly provide such other assistance assistance, as may be reasonably requested by the Company or the Company’s outside legal counsel in the connection with the preparation, filing and distribution of the Proxy Statement. The parties Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts cooperate and consult with each other in good faith in the preparation of the Proxy Statement. (b) Each of the Company, Parent and Merger Sub agree that none of the information supplied or to have be supplied by it for inclusion or incorporation by reference in the Proxy Statement cleared by will, at the SEC as promptly as reasonably practicable after such filing. Prior date it is first mailed to filing the Company’s stockholders or mailing at the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to time of the Company Stockholders Meeting, contain any untrue statement of a material fact or responding omit to state any comments material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC with respect theretocircumstances under which they are made, the Company not misleading. (ic) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon after the receipt of any comments (written or oral) from the SEC with respect to, or any request from the SEC for amendments or supplements to to, the Proxy Statement or for additional information Statement, and will shall provide Parent with copies of all correspondence between the Company or it and its Affiliates and Representatives, on the one hand, and the SEC or its staffSEC, on the other hand. In addition: (i) each of the Company and Parent shall use its reasonable best efforts (A) to respond as promptly as reasonably practicable to any comment from the SEC with respect to, related to or any request from the SEC for amendments or supplements to, the Proxy Statement and (B) to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement; (ii) the Company shall file the Proxy Statement in definitive form with the SEC and cause such definitive Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the SEC advises the Company that the SEC has no further comments on the Proxy Statement; and (iii) unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 5.02, the Company shall include the Company Board Recommendation in the preliminary and definitive Proxy Statements. Prior to filing the Proxy Statement in preliminary or definitive form with the TransactionsSEC, or responding to any comment from the SEC with respect to, or any request from the SEC for amendments or supplements to, the Proxy Statement, or mailing the Proxy Statement in definitive form to the stockholders of the Company, the Company shall provide Parent with an opportunity to review and comment on such document or response and consider in good faith any of Parent’s comments thereon. Each of the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the Merger. (bd) If, at any time prior to the Company Stockholders Meeting, any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information relating supplied by Parent for inclusion in the Proxy Statement, that is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company or Parentof such event, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by and Parent and the Company or Parent that should be set forth shall cooperate in an the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement so that the Proxy Statement shall either such document would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were are made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent as required by applicable Law, in disseminating the Company shall disseminate information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.01(d) shall limit the obligations of any Party under Section 6.01(a). (e) If, prior to the Company Stockholders Meeting, any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, that 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 so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Nothing in this Section 6.01(e) shall limit the obligations of any Party under Section 6.01(a). (f) The Company shall, as soon as practicable after the mailing of the definitive Proxy Statement to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder ApprovalMeeting. The Company shall consult may adjourn or postpone the Company Stockholders Meeting only (i) with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorumquorum or if additional time is necessary to solicit proxies in favor of the adoption of this Agreement and the consummation of the transactions contemplated hereby, (iii) to allow reasonable additional time for the extent necessary to ensure that any supplemental necessary supplement or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior amendment to the Proxy Statement is provided to the holders of Company Stockholders Meeting Common Stock sufficiently in advance of a vote on this Agreement, or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty Law. (30g) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Company Adverse Recommendation Change of Company Recommendation in accordance with Section 5.03 and Section 5.045.02, the Company shall use its commercially reasonable best efforts to (A) solicit from the stockholders of the Company Stockholder Approval proxies in favor of the adoption of this Agreement and (B) take all other action necessary or advisable approval of the Merger to secure the Company Stockholder Approval. The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub. (h) The Company shall be responsible for the fees, costs and expenses (except for the fees, costs and expenses of the Company’s and Parent’s advisors, which shall be their respective sole responsibility), including communicating to any filings fees and printing expenses, associated with the Company Stockholders the Company Recommendation preparation, filing and including such Company Recommendation in mailing of the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement Agreement, (provided, that Parent complies with its obligations in this Section 5.05), i) the Company shall prepare (with Parent’s reasonable cooperation) and file a preliminary Proxy Statement with the SEC. Subject SEC a proxy statement (such proxy statement, as amended or supplemented from time to Section 5.04time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Proxy Statement shall include will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Parent and the Company Recommendationshall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC). Prior to the effective date of the Form S-4, the Company and Parent shall cooperate also use their respective reasonable best efforts to satisfy all necessary state securities Laws or “blue sky” notice requirements in connection with the Company in Merger and to consummate the preparation of the Proxy Statement, Transactions and each will pay all expenses incident thereto. Each of Parent and the Company shall furnish all information concerning it such person and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance Affiliates as may be reasonably requested by the Company other and shall otherwise reasonably assist and cooperate with the other in the connection with any such action and the preparation, filing and distribution of the Form S-4 and the Proxy Statement, including the resolution of any comments in respect thereof received from the SEC. The parties As promptly as practicable after the Form S-4 shall have become effective, the Company shall use their respective commercially its reasonable best efforts to have cause the Proxy Statement cleared to be mailed to its stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by the SEC as promptly as reasonably practicable after such filing. Prior to Parent, and no filing of, or mailing amendment or supplement to, the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any will made by the Company, in each case without providing the other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent party a reasonable opportunity to review and comment on thereon. If at any time prior to receipt of the Proxy Statement (and Company Stockholder Approval any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement thereto)to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other documents related parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Company Stockholders Meeting or response (including extent required by Law, disseminated to the proposed final version stockholders of the Proxy Statement Company. Parent shall notify the Company promptly of the time when the Form S-4 has become effective or response) any supplement or amendment to the Form S-4 has been filed, and (ii) shall consider of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in good faith all comments reasonably proposed by Parentconnection with the Merger for offering or sale in any jurisdiction. The Company and Parent shall notify each other promptly notify Parent upon of the receipt of any comments (written or oral) from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or the Form S-4 or for additional information and will provide Parent shall supply each other with copies of all correspondence between the Company it or any of its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, related with respect to the Proxy Statement Statement, the Form S-4 or the TransactionsMerger. The Company and Parent will cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. (b) IfThe Company shall, at any time prior subject to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement to the stockholders Certificate of the Company. (c) Subject to Section 5.04Incorporation, the Company shall conduct a “broker search” Bylaws and the rules of New York Stock Exchange, (i) as promptly as practicable (and in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days no event more than 45 days after the date hereof and shall takeForm S-4 becomes effective), in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, call and give notice ofof the Company Stockholders’ Meeting, and (ii) as promptly as practicable convene and hold the Company Stockholders Stockholders’ Meeting as promptly as practicable after the SEC Clearance Dateand submit this Agreement to its stockholders for adoption, for the purpose of seeking obtaining the Company Stockholder Approval. The Company shall consult with Parent regarding Subject to the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 ability of the Exchange Act. Without Board of Directors of the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayedCompany to make an Adverse Recommendation Change pursuant to Section 4.02(d), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of make the Company Stockholders Meeting, Board Recommendation and include such recommendation in the Proxy Statement and (ii) procedural matters and executive compensation matters related use reasonable best efforts to obtain from its stockholders the Company Stockholder Approval in favor of the adoption of this Agreement. Notwithstanding anything to the Transactions and (iii) any other matters as required by applicable Law) contrary contained in this Agreement, if on a date preceding the date on which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after or the date on which the Company Stockholders’ Meeting is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its termsscheduled, the Company shall reasonably believes that (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice it is necessary to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Stockholders’ Meeting upon to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable request amount of Parent time in advance of the event of clauses (ii), (iii) Company’s Stockholders’ Meeting or (iv)): B) (i1) with the consent of Parent (such consent it will not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order receive proxies sufficient to obtain the Company Stockholder Approval, whether or not a quorum is present or (v2) it will not have sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the extent business of the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or OrderStockholders’ Meeting, the Company Stockholders may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders’ Meeting, as long as, in the case of any postponement or adjournment under clause (B) of this sentence, the date of the Company Stockholders’ Meeting shall is not be postponed or adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement15 calendar days. In the event that during the three business days prior to the date of that the Company Stockholders Stockholders’ Meeting as originally called is for any reason adjourned or postponed or otherwise delayedthen scheduled to be held, the Company agrees that unless delivers a notice of an intent to make an Adverse Recommendation Change or Superior Proposal Termination (including in connection with an amendment pursuant to the last sentence of Section 4.02(d)), Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that may direct the Company does not establish a new record date for to postpone the Company Stockholders MeetingStockholders’ Meeting for up to three business days and the Company shall promptly, as so adjournedand in any event no later than the next business day, postponed or delayedpostpone the Company Stockholders’ Meeting in accordance with Parent’s direction, except as required by applicable Law. Unless subject to the Company’s right to postpone the Company Stockholders’ Meeting for a longer period pursuant to the preceding sentence. (c) Notwithstanding any Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to the Company’s stockholders for adoption at the Company Stockholders’ Meeting unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Stockholders’ Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly as reasonably practicable, and no later than fifteen (15) Business Days following practicable after the date execution of this Agreement (provided, that Parent complies with its obligations in this Section 5.05)Agreement, the Company shall prepare and file a preliminary the Proxy Statement with the SEC, and Parent shall prepare and file the Registration Statement (in which the Proxy Statement will be included) with the SEC. Subject Parent and the Company shall use their reasonable best efforts to Section 5.04, cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the REIT Merger. The Proxy Statement shall include the Company Recommendation. Parent shall cooperate with recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the preparation REIT Merger, except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement as permitted by Section 6.04(e). The Company shall use its reasonable best efforts to cause the Proxy StatementStatement to be mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and each prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) Parent and the Company shall furnish make all information concerning necessary filings with respect to the REIT Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it and its affiliates (includingreceives notice thereof, in of the case time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of Parentany stop order, Merger Sub) and any transaction any the suspension of them have the qualification of the Parent Common Stock or are contemplating entering into in connection with this Agreement that is necessary or appropriate Parent 6% Preferred Stock issuable in connection with the preparation of the Proxy StatementREIT Merger for offering or sale in any jurisdiction, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statement. The parties shall use their respective commercially reasonable efforts to have the Proxy Statement cleared or any request by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any for amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version of the Proxy Statement or response) the Registration Statement or comments thereon and (ii) shall consider in good faith all comments reasonably proposed responses thereto or requests by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or any request from the SEC for amendments additional information. No amendment or supplements to the Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or its staff, on the other hand, related supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party which are incorporated by reference in the Proxy Statement or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party and its Affiliates, their business, financial condition or results of operations or the Transactions. ; and PROVIDED, FURTHER, that the Company, in connection with a Subsequent Determination, may amend or supplement the Proxy Statement (bincluding by incorporation by reference) Ifpursuant to a Qualifying Amendment (as defined below) to effect such a Subsequent Determination, and in such event, this right of approval shall apply only with respect to information relating to the Parent and its Affiliates or their business, financial condition or results of operations. "QUALIFYING AMENDMENT" means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Subsequent Determination, (ii) a statement of the reasons of the Company Board for making such Subsequent Determination and (iii) additional information reasonably related to the foregoing. If at any time prior to the Company Stockholders MeetingEffective Time, any information relating to Parent or the Company Company, or Parent, Merger Sub, any of their affiliatesrespective Affiliates, officersofficers or directors, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is should be discovered by Parent or the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement Statement, so that the Proxy Statement shall such documents would not contain include any untrue statement misstatement of any a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that which discovers such information shall as promptly as practicable notify the other party parties hereto and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as shall be promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, filed with the SEC and, to the extent required by applicable Lawlaw, the Company shall disseminate such amendment or supplement disseminated to the stockholders of the Company. (c) Subject to Section 5.04, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date hereof and shall take, in accordance with applicable Law, the Company Charter and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as practicable after the SEC Clearance Date, for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 of the Exchange Act. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision of this Agreement to the contrary, the Company may postpone or adjourn only (and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially reasonable efforts to (A) solicit the Company Stockholder Approval and (B) take all other action necessary or advisable to secure the Company Stockholder Approval, including communicating to the Company Stockholders the Company Recommendation and including such Company Recommendation in the Proxy Statement. In the event that the date of the Company Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall use commercially reasonable efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendation.

Preparation of the Proxy Statement; Company Stockholders Meeting. (a) As promptly soon as reasonably practicable, and no later than fifteen (15) Business Days practicable following the date of this Agreement (providedAgreement, that Parent complies Universal, in consultation with its obligations in this Section 5.05)Xxxxxx, the Company shall prepare and file with the SEC a preliminary Proxy Statement with the SECStatement. Subject to Section 5.04, All information in the Proxy Statement concerning Xxxxxx shall include the Company Recommendation. Parent shall cooperate be submitted to Xxxxxx for its approval prior to filing with the Company in the preparation of the Proxy Statement, and each of Parent and the Company shall furnish all information concerning it and its affiliates (including, in the case of Parent, Merger Sub) and any transaction any of them have SEC or are contemplating entering into in connection with this Agreement that is necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance as may be reasonably requested by the Company in the connection with the preparation, filing and distribution of the Proxy Statementmailing to stockholders. The parties Universal shall use their respective commercially all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement (including any preliminary Proxy Statement and any amendment or supplement thereto) or any other documents related to the Company Stockholders Meeting, or responding respond to any comments of the SEC with respect thereto, regarding the Company (i) shall provide Parent a Proxy Statement. Universal will use commercially reasonable opportunity efforts to review and comment on cause the Proxy Statement (and any amendment or supplement thereto), any other documents related to the Company Stockholders Meeting or response (including the proposed final version be mailed to Universal's stockholders as promptly as practicable. Universal will notify Xxxxxx promptly of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by Parent. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or and of any request from by the SEC for amendments or supplements to the Proxy Statement or for additional information and Universal will provide Parent supply Xxxxxx with copies of all correspondence between the Company Universal or any of its Representatives, on the one hand, representatives and the SEC or its staff, on the other hand, related to the SEC. The Proxy Statement or the Transactions. (b) If, at shall comply in all material respects with all applicable requirements of law. Whenever any time prior event occurs which is required to the Company Stockholders Meeting, any information relating to the Company or Parent, Merger Sub, any of their affiliates, officers, directors or any transaction any of them have or are contemplating entering into in connection with this Agreement, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement Statement, Universal shall not contain any untrue statement promptly inform Xxxxxx of any material fact or omit such occurrences and shall use commercially reasonable efforts to state any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall as promptly as practicable notify the other party and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after Parent has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, the Company shall disseminate such amendment or supplement and/or mail to the stockholders of Universal such amendment or supplement. The Proxy Statement shall include the Companyrecommendation of the Board of Directors of Universal in favor of the transactions set forth herein. Universal shall also take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the completion of the transaction hereunder and will pay all expenses incident thereto. Notwithstanding the foregoing, Universal shall not be required to mail the Proxy Statement to its Shareholders until (a) Xxxxxx has received a commitment letter for the financing required to complete the transactions contemplated herein or (b) Universal is otherwise reasonably satisfied as to the terms and availability of such financing. (cb) Subject to Section 5.04Universal will, the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after as soon as practicable following the date hereof and shall take, of this Agreement (but in accordance with applicable Law, no event sooner than 20 business days following the Company Charter and date the Company Bylaws, all action necessary Proxy Statement is mailed to establish a record date for, duly call, give notice ofthe stockholders of Universal), convene and hold a meeting of its stockholders (the Company "Universal Stockholders Meeting as promptly as practicable after the SEC Clearance Date, Meeting") for the purpose of seeking the Company Stockholder Approval. The Company shall consult with Parent regarding the date to be used as the record date and the timing of any “broker search” required under Rule 14a-13 obtaining such approval of the Exchange Act. Without the prior written consent transactions set forth herein of Parent (which consent shall not Universal's stockholders as may be unreasonably withheld, conditioned or delayed), the Company Stockholder Approval shall be the only matter (other than (i) adjournment of the Company Stockholders Meeting, (ii) procedural matters and executive compensation matters related to the Transactions and (iii) any other matters as required by applicable Law) which the Company shall propose any Rule. Universal will, through its Board of Directors, recommend to be acted on by Company Stockholders at the Company Stockholders Meeting. In connection with the foregoing, the Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date established for the Company Stockholders Meeting as promptly as practicable (and in any event shall do so within five (5) Business Days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such date shall be the “SEC Clearance Date”). Unless this Agreement is terminated in accordance with its terms, the Company shall (A) upon the reasonable request of Parent, provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Company Stockholders Meeting, and on the day of, but prior to the Company Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. (d) Notwithstanding any provision stockholder's approval of this Agreement to and the contrary, the Company may postpone or adjourn only (transactions set forth herein and shall postpone or adjourn the Company Stockholders Meeting upon reasonable request of Parent in the event of clauses (ii), (iii) or (iv)): (i) with the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders Meeting or following an order or request from the SEC, (iv) if Parent or the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained, to allow additional solicitation of votes in order to obtain the Company Stockholder Approval, or (v) to the extent the Company is obligated to do so under any applicable Law or Order; provided that, except as required by applicable Law or Order, the Company Stockholders Meeting shall not be adjourned or postponed in accordance with the foregoing by more than an aggregate of thirty (30) days from the originally-scheduled date, or to a date on or after the fifth (5th) Business Day preceding the Outside Date. Unless the Company Board has validly made a Change of Company Recommendation in accordance with Section 5.03 and Section 5.04, the Company shall use its commercially all reasonable efforts to (A) solicit the Company Stockholder Approval from its stockholders proxies in favor of approval of this Agreement and (B) such transactions and take all other reasonable action necessary or advisable to secure the Company Stockholder Approval, including communicating vote of stockholders to the Company Stockholders the Company Recommendation and including obtain such Company Recommendation in the Proxy Statementapprovals. In the event that the date Each of the Company Stockholders Meeting as originally called shall vote in favor of the transactions set forth herein, and against any proposal that would prevent the consummation of such transactions, at any stockholders meeting at which approval for such transactions is for any reason adjourned or postponed or otherwise delayedsought, the Company agrees that unless Parent shall have otherwise approved in writing, it and each Stockholder shall use commercially reasonable his best efforts to implement cause the requisite number of the Universal stockholders to vote in favor of such adjournment or postponement or other delay in transactions at any such a way meeting, and against any proposal that would prevent the Company does not establish a new record date for the Company Stockholders Meetingconsummation of such transactions, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Article VII prior to the Company Stockholders Meeting, the Company Stockholders Meeting shall that such transactions may be convened and the Company shall submit this Agreement and the Merger to its stockholders at the Company Stockholders Meeting, even if the Company Board has effected a Change of Company Recommendationconsummated.