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

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent and (iii) shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected , regardless of whether an Adverse Recommendation Change, Change has occurred at any time after the date of this Agreement. The Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from cause the Stockholders Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders proxies in favor of the adoption of that they adopt this Agreement, and (y) take all other action necessary or advisable shall include such recommendation in the Proxy Statement, in each case subject to secure its rights under Section 4.02(b)(i). Without limiting the Company Stockholder Approval. (c) If, after generality of the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after As promptly as practicable following the Acceptance Timedate of this Agreement, the affirmative vote of not less than a majority of Company shall prepare and file with the outstanding shares of SEC the preliminary proxy statement and any amendments or supplements thereto relating to the Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL Stockholder Meeting to be held in order to consummate connection with the Merger (the “Company Stockholder ApprovalProxy Statement”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the . The Company shall file with the SEC the definitive Proxy Statement to be sent and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company relating to at the Company Stockholders Meetingearliest practicable date. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC)SEC with respect to the Proxy Statement. Parent Each of the Company and Parent, as promptly as practicable, shall furnish all information concerning such party to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As . The Company shall promptly as practicable after notify Parent upon the clearance 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 it and its representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the SECCompany or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing provide Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC on such document or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreementresponse. (b) IfThe Company agrees that none of the information included or incorporated by reference in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Company Stockholder Approval is Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then:in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein. Each of Parent and Merger Sub agrees that none of the information supplied by it in writing for inclusion in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Company Stockholder Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. (ic) As soon The Company shall, as promptly as practicable after the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholder Meeting”) ), for the purpose of seeking obtaining the Required Company Vote; provided, however, that the Company may extend the date of the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation Meeting to the extent related (and only to the Merger, extent) (i) necessary in order to obtain a quorum of its stockholders and the Company shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to obtain such a quorum as promptly as practicable, (xii) solicit from its stockholders proxies in favor the Company reasonably determines that such delay is required by applicable Law, or (iii) the Board of Directors of the adoption Company shall have determined in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized standing (which may include Wachovia Capital Markets, LLC), that the failure to take such action is reasonably likely to result in a breach of its fiduciary duties under applicable Law. The notice of such Company Stockholder Meeting shall state that a resolution to adopt this Agreement, and (y) take all other action necessary or advisable to secure Agreement will be considered at the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereofMeeting. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations submit such resolution to hold a vote of the stockholders at the Company Stockholder Meeting whether or not the Board of Directors shall determine after the Acceptance Time pursuant to execution of this Section 7.02(c) shall not be affected by Agreement that this Agreement and the commencementtransactions contemplated hereby, public proposalincluding the Merger, public disclosure or communication to the are no longer advisable and effects a Company of any Superior Proposal or by any Adverse Recommendation Change. Subject to Section 6.02, the Board of Directors of the Company shall recommend adoption by the Company’s stockholders of this Agreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfProvided there shall not have been a Company Adverse Recommendation Change permitted by Section 6.3 hereof or a valid termination of this Agreement pursuant to Section 8.1, as promptly as reasonably practicable after the Acceptance Time, the affirmative vote of not less than a majority commencement of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: Offer: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall file with promptly prepare the SEC Proxy Statement, (ii) Parent shall promptly provide to the Company any information required for inclusion in the Proxy Statement to be sent to and shall promptly provide such other information or assistance in the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information preparation thereof as may be reasonably requested by the Company and (iii) if the Company Stockholder Approval is required by applicable Law in connection with any such action and order consummate the preparationMerger, filing and distribution of the Proxy Statement. (ii) As as promptly as reasonably practicable after the clearance of the Proxy Statement by the SECOffer Closing, Offer Expiration Date or Offer Termination, as applicable, the Company shall use promptly (and in any event within two (2) Business Days) file the Proxy Statement with the SEC. Parent and its counsel shall be given a reasonable best efforts opportunity to review and comment upon the Proxy Statement before it is filed with the SEC and disseminated to holders of Shares, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent and its counsel. The Company shall respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the stockholders of the Company as promptly as reasonably practicable after the date the Proxy Statement will be made is cleared by the Company without providing Parent with a reasonable opportunity to review and comment thereon. SEC (iii) such date, the “Proxy Clearance Date”). The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply promptly provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . In the event that the Company receives 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 Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the transactions contemplated preparation thereof as may be reasonably requested by this Agreementthe Company. The Company agrees to reasonably consult with Parent and its counsel prior to responding to any such comments and to provide Parent with copies of all such written responses (or if oral responses, summaries thereof). (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, Clearance Date and in accordance with the Company shall Charter Documents and applicable Law, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the . The Company shall, through the Company Board, make declare that this Agreement is advisable and recommend to its stockholders adoption of this Agreement; provided that the Board Company shall not have the foregoing obligation if there shall have been a Company Adverse Recommendation Change. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting to the extent related necessary to ensure that any required supplement or amendment to the MergerProxy Statement is provided to the Company’s stockholders or, and shall include such Board Recommendation if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement, and use its reasonable best efforts ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting; provided that no adjournment may be to a date on or after two (x2) solicit from its stockholders proxies in favor of Business Days prior to the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder ApprovalWalk-Away Date. (c) IfNotwithstanding the foregoing, if, following the Offer Closing, the expiration of any “subsequent offering period” as contemplated by Section 1.1(d) and the exercise, if any, of the Top-Up Option, Parent and its Affiliates shall own at least 90% of the outstanding shares of each class and series of outstanding capital stock of the Company, the parties shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of all Shares held by Parent or its Affiliates, to cause the Effective Time to occur as soon as practicable after the Acceptance Time, Offer Closing without the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated Stockholders Meeting in accordance with ARTICLE 9, its obligations to hold Section 17-6703 of the KGCC. (d) Each of Parent and Merger Sub shall affirmatively vote at the Company Stockholder Stockholders Meeting after or otherwise all Shares acquired in the Acceptance Time pursuant to Offer (if any), or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date, for the adoption of this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeAgreement in accordance with applicable Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfParent and the Company shall cooperate in preparing, and as promptly as reasonably practicable (and shall use their respective reasonable best efforts to, unless agreed otherwise), file a mutually acceptable Proxy Statement and Form S-4 within thirty (30) days after the Acceptance Timedate hereof. The Proxy Statement will be included in and will constitute a part of the Form S-4. Subject to Section 6.5 and the other applicable terms of this Agreement, the affirmative vote Proxy Statement shall reflect the Company Recommendation and also include (and the Company represents that it will have obtained at the relevant time all necessary consents of not less than Company Financial Advisor to permit the Company to include in the Proxy Statement), in its entirety, the Fairness Opinion, together a majority summary thereof. Each of the outstanding shares of parties shall use reasonable best efforts, and the Company Common Stock at a meeting of shall cooperate (including by causing its Subsidiaries, Representatives and controlled Affiliates to cooperate) with Parent, to have the holders of Company Common Stock is required under Form S-4 declared effective by the MGCL SEC and to keep the Form S-4 effective through the Closing in order to consummate the Merger (Mergers and the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company transactions contemplated hereby. Parent shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall also use its reasonable best efforts to cause take any action required to be taken under any applicable state securities laws in connection with the SEC issuance and reservation of Parent Shares in the Mergers, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective stockholders, members or other holders of a beneficial interest in their Equity Interests, as may be reasonably requested in connection with any such action. To the extent not prohibited by Law, (i) each of Parent and the Company agrees to clear furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be required or as may be reasonably requested in connection with the Proxy Statement Statement, Form S-4, a Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or their respective Subsidiaries to the SEC, The Nasdaq Global Market or NASDAQ, or pursuant to any state securities or Blue Sky laws, in connection with the Mergers and the other transactions contemplated hereby (collectively, the “Filing Documents”), (ii) each of Parent or the Company shall, as promptly as practicable after such filing (including by responding to comments of receipt thereof, provide the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection other party with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt copies of any written comments from the SEC or the staff of the SEC and advise of any oral comments or any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information the Form S-4, and (iii) Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and the Form S-4 or any Filing Document prior to filing such with the SEC, The Nasdaq Global Market or NASDAQ, or pursuant to any state securities or Blue Sky laws (provided, that without limiting the foregoing, no amendment or supplement to the Proxy Statement shall be made without the approval of both the Company and Parent, which approval shall not be unreasonably withheld, conditioned or delayed), and shall supply Parent with copies give good faith consideration to any reasonable comments thereon made by the other party or its counsel. (b) The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders of all correspondence between it the record date established for the Stockholders’ Meeting as promptly as practicable after the Form S-4 is declared effective under the Securities Act. If, at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent, Merger Subs or any of its Representativestheir respective Affiliates, on officers or directors is discovered by the one handCompany, and the SEC Parent or its staff, on the other hand, with respect Merger Subs which should be set forth in an amendment or supplement to the Proxy Statement or the transactions contemplated Form S-4, so that the Proxy Statement or the Form S-4 (or any amendment or supplement thereto) shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement containing such information shall be filed with the SEC and, to the extent required by this Agreementapplicable Law, disseminated to the Company’s stockholders. (bc) If, As promptly as practicable after the Acceptance Timeexecution of this Agreement, the Company Stockholder Approval is required under the MGCL will conduct a broker search in order to consummate the Merger, then: (i) As soon as practicable following the clearance anticipation of the Proxy Statement Stockholders’ Meeting in compliance with SEC Rule 14a-13 and, from time to time, conduct additional broker searches as reasonably requested by Parent or as reasonably necessary to comply with the SEC, the following sentence. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) stockholders, for the purpose of seeking obtaining the Requisite Stockholder Approval and, if applicable, the Company Stockholder Advisory Vote (the “Stockholders’ Meeting”) as soon as practicable following the declaration of effectiveness of the Form S-4 by the SEC (and in any event within forty (40) calendar days after such declaration, or if the Company’s nationally recognized proxy solicitor advises that forty (40) days from the date of effectiveness is insufficient time to submit and obtain the Requisite Stockholder Approval. , such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed)). The record date for the Stockholders’ Meeting shall be determined by the Company with prior consultation with Parent; provided, that the Company shall not change the date of (or the record date for), postpone or adjourn the Stockholders’ Meeting without the consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in the Agreement, (i) the Company shall not postpone or adjourn the Stockholders’ Meeting without the prior consent of Parent other than (x) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement or Form S-4 that is required by applicable Law is properly disclosed to the Company’s stockholders or (y) to the extent necessary to obtain a quorum if, as of the time at which the Stockholders’ Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Stockholders’ Meeting; and (ii) Unless the Company has effected an Adverse Recommendation Change(A) may postpone or adjourn the Stockholders’ Meeting up to three times for up to 10 days each time and (B) shall postpone or adjourn the Stockholders’ Meeting up to three times for up to 10 days each time if Parent requests such postponement or adjournment, in each case, in order to permit the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders solicitation of additional proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing . Nothing contained in this Agreement shall be deemed to relieve the Company of its obligation obligations to submit the Merger this Agreement to its stockholders for a vote on the approval adoption thereof. . (d) The Company agrees thatBoard shall, except in the case of an Adverse Recommendation Change made in accordance with the terms and conditions of this Agreement, recommend the adoption of this Agreement by the Company stockholders to the effect as set forth in Section 4.3, and, unless the Company Board has made an Adverse Recommendation Change, shall use reasonable best efforts to solicit the Requisite Stockholder Approval. Notwithstanding any Adverse Recommendation Change in compliance with Section 6.5, this Agreement shall be submitted to the Company’s stockholders at the Stockholders’ Meeting for a vote on the approval and adoption thereof, and nothing contained herein shall be deemed to relieve the Company of such obligation. Without limiting the generality of the foregoing, unless this Agreement shall have been is terminated in accordance with ARTICLE 9Article VIII, the Company agrees that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) 6.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Competing Proposal or by the making of any Adverse Recommendation Change. The Company shall, upon the reasonable request of Parent, during the last seven (7) Business Days prior to the date of the Stockholders’ Meeting, request its proxy solicitor to advise Parent at least one (1) time each Business Day as to the aggregate tally of proxies received by the Company with respect to the Requisite Stockholder Approval. Without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), and except as required by applicable Law or the rules and regulations of The Nasdaq Global Market, the adoption of this Agreement and the transactions contemplated hereby (including the Mergers and the Company Stockholder Advisory Vote) shall be the only matter (other than procedural matters, including a customary proposal regarding adjournment or postponement of the Stockholders’ Meeting) that the Company shall propose to be acted on by the stockholders of the Company at the Stockholders’ Meeting.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later execution of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file (with the SEC assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement to be sent to and file it with the stockholders of the Company relating to the Company Stockholders MeetingSEC. The Company shall use its reasonable best efforts to cause make such filing no later than fifteen (15) business days following the SEC date of this Agreement. Subject to clear Section 5.02, the Company Board shall make the Company Board Recommendation to the holders of Company Shares and shall include such recommendation in the Proxy Statement as promptly as practicable after such filing (including by responding and shall use reasonable best efforts to comments secure the Company Stockholder Approval. The Company shall cause the Proxy Statement to comply in all material respects with the applicable provisions of the SEC)Exchange Act. Parent shall furnish provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise assist and cooperate with the clearance Company in the preparation of the Proxy Statement by and the resolution of any comments thereto received from the SEC. The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the Company shall use information supplied or to be supplied by it or its reasonable best efforts to cause Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the meeting of stockholders of the Company to be mailed held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to receipt of the Company Stockholders Approval, any event occurs with respect to the Company, any of its stockholders. No filing Subsidiaries, Parent or Merger Sub, or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or amendment or a supplement to, the Proxy Statement will be made by Statement, the Company without providing Parent or Parent, as the case may be, shall promptly notify the other party of such event and the Company shall promptly file, with a reasonable opportunity Parent’s cooperation, any necessary amendment or supplement to review and comment thereon. (iii) the Proxy Statement. The Company shall notify Parent promptly of in writing upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all written correspondence between it the Company or any of its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement. The Company shall (and Parent shall assist and cooperate with the Company to) promptly respond to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable (and in any event within ten (10) business days) after the resolution of any such comments. To the extent required by applicable Law, the Company shall promptly file and disseminate to the Company stockholders any supplement or amendment to the transactions contemplated by this AgreementProxy Statement. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and to propose comments on such document or response, which the Company shall consider in good faith. (b) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the The Company shall take all necessary actions to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholders Meeting”) for as promptly as reasonably practicable, and in any event within forty-five (45) days following the purpose of seeking date the Company Stockholder Approval. (ii) Unless SEC confirms that it has no further comments on the Company has effected an Adverse Recommendation ChangeProxy Statement. Subject to Section 5.02, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. Without limiting the generality of the foregoing, unless this Agreement has been terminated, the Company shall submit the Merger and this Agreement for the Company Stockholder Approval at the Company Stockholders Meeting whether or not an Adverse Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to the Company Board, the Company, its Representatives or its stockholders. The Company Stockholders Meeting and the record date therefor shall be set in consultation with Parent and shall be reasonably satisfactory to Parent. The Company shall not postpone or adjourn the Company Stockholders Meeting except to the extent any such postponement or adjournment is (i) required by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Actions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff or (ii) requested by Parent (in Parent’s sole discretion) to permit additional time to solicit the Company Stockholder Approval. The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees thatnot to recognize, unless this Agreement shall have been terminated register or give effect to any transfer of Company Shares made in accordance with ARTICLE 9, its obligations to hold violation of Section 4.02 of the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeVoting Agreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfAs soon as practicable following the date of this Agreement, after Innovo shall prepare and file with the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger Securities and Exchange Commission (the “Company Stockholder ApprovalSEC”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders MeetingStatement. The Company Innovo shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts Best Efforts to cause the Proxy Statement to be mailed to its stockholdersstockholders as promptly as practicable after the filing of the Proxy Statement with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Innovo shall, as promptly as practicable after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments, with respect to the Proxy Statement received from the SEC. Innovo will provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company Innovo without providing Parent with a reasonable Buyer the opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly . If at any time prior to the Closing any information relating to the Business, Seller or Innovo or any of the receipt of any comments from the SEC their respective Affiliates, officers or the staff of the SEC and of any request directors, should be discovered by the SEC Innovo or the staff of the SEC for amendments Buyer which should be set forth in an amendment or supplements supplement to the Proxy Statement Statement, so that such document would not include any misstatement of a material fact or for additional omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall supply Parent be promptly filed with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staffand, on the other hand, with respect to the Proxy Statement or extent required by law, disseminated to the transactions contemplated by this Agreementstockholders of Innovo. (b) IfInnovo will, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance of the Proxy Statement by the SECreasonably practicable, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shallInnovo stockholder approval and shall take all lawful action to solicit adoption of this Agreement by its stockholders. Innovo will, through its Board of Directors, recommend to its stockholders adoption of this Agreement (the “Company Board, make the Board Recommendation to the extent related to the MergerRecommendation”), and shall include such Board Recommendation not withdraw, amend or modify in a manner adverse to Buyer its recommendation. Innovo shall ensure that the Proxy StatementStockholders’ Meeting is called, noticed, convened, held and conducted, and use its reasonable best efforts to (x) solicit from its stockholders that all proxies solicited in favor of connection with the adoption of this AgreementStockholders’ Meeting are solicited, and (y) take all other action necessary or advisable to secure the Company Stockholder Approvalin compliance with applicable Law. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly soon as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and, no later than July 30, 2015 or such other later date as mutually agreed upon by the Company and Parent in writing, file with the SEC the Proxy Statement to be sent to the stockholders of the Company a proxy statement in preliminary form relating to the Company Stockholders MeetingMeeting (the “Proxy Statement”). The Company shall use its reasonable best efforts to will cause the SEC to clear the Proxy Statement to comply as promptly as practicable after such filing (including by responding to comments form in all material respects with the applicable provisions of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action Exchange Act and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement tostockholders of the Company as soon as reasonably practicable (and in any event within five (5) Business Days) after (i) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the eleventh (11th) calendar day immediately following the date of filing of the preliminary Proxy Statement will be made with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments (clause (i) or (ii), as applicable, “SEC Clearance”). Parent and Merger Sub shall cooperate with the Company without in connection with the preparation of the Proxy Statement, including providing to the Company any and all information regarding Parent with a reasonable opportunity and Merger Sub and their respective Affiliates as may be required to review and comment thereon. (iii) be disclosed therein as promptly as possible after the date hereof. The Company Parties shall notify Parent each other promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent each other with copies of all correspondence between it such or any of its Representativesrepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated Merger. If the Company does receive comments from the SEC with respect to the Proxy Statement, the Company shall use its reasonable best efforts (with the reasonable assistance of Parent) to promptly provide responses to the SEC with respect to any comments received on the Proxy Statement from the SEC and to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after the date of this Agreement. (b) The Company and Parent each agrees, as to itself and its respective Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, after at any time prior to receipt of the Acceptance TimeCompany Stockholder Approval, any event occurs with respect to the Company, any of its Subsidiaries, Parent or Merger Sub, or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, or the Company or Parent should otherwise discover any information relating to the Company or Parent (or any of their respective Affiliates, directors, officers or shareholders) that is required to be set forth in an amendment or supplement to the Proxy Statement so that it 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 Company Stockholder Approval is required under or Parent, as the MGCL in order case may be, shall promptly notify the other party of such event, change or discovery, and the Company shall promptly file, with Parent’s cooperation, any necessary amendment or supplement to consummate the MergerProxy Statement. The Company will also advise Parent, then:promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any written comments of the SEC with respect thereto, the Company shall (i) As provide Parent an opportunity to review and comment on such document or response and (ii) consider in good faith all reasonable comments proposed by Parent. (d) Unless there has occurred an Adverse Recommendation Change in accordance with Section 5.3(e) (i) the Company shall, as soon as practicable following the clearance date of SEC Clearance of the Proxy Statement by the SECStatement, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders the holders of Shares (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. , and (ii) the notice of such Company Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Company Stockholders Meeting. Unless the Company Board has effected an Adverse Recommendation ChangeChange in accordance with Section 5.3(e), (x) the Company shall, through Board shall include the Company Board, make Determination and the Board Recommendation to the extent related to the Merger, and shall include such Board Company Recommendation in the Proxy Statement, Statement and (y) the Company shall use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless shall not include in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal (other than this Agreement and the Merger). The Company shall have been terminated in accordance with ARTICLE 9, its obligations to hold not postpone or adjourn the Company Stockholder Stockholders Meeting after without the Acceptance Time pursuant to this Section 7.02(cprior written consent of Parent (other than for any such postponements or adjournments (i) shall not be affected required by the commencementSEC or the order of a court of competent jurisdiction, public proposal, public disclosure or communication (ii) of not more than thirty (30) days in the aggregate that are otherwise required by Law or that are due to the Company failure of any Superior Proposal or by any Adverse Recommendation Changea quorum to be present on the date scheduled for such meeting).

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly soon as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC a proxy statement in preliminary form (the “Proxy Statement to be sent to Statement”) and the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC)SEC with respect thereto. Parent and MergerCo shall furnish all information as may be reasonably requested by cooperate with the Company in connection with any such action and the preparation, filing and distribution preparation of the Proxy Statement. (ii) As , including, but not limited to, furnishing to the Company any and all information regarding Parent and MergerCo and their respective affiliates as may be required to be disclosed therein as promptly as practicable possible after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersdate hereof. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent each other with copies of all correspondence between it such or any of its Representativesrepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementMerger. (b) If, after at any time prior to the Acceptance Timereceipt of the approval of this Agreement by the holders of the Company Common Stock (collectively, “Company Shareholder Approval”), any event occurs with respect to the Company, any Company Subsidiary, Parent or MergerCo, or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company Stockholder Approval is required under or Parent, as the MGCL in order case may be, shall promptly notify the other party of such event and the Company shall promptly file, with Parent’s cooperation, any necessary amendment or supplement to consummate the Merger, then:Proxy Statement. (ic) As The Company shall, as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders the holders of the Company Common Stock (the “Company Stockholders Shareholders Meeting”) for the purpose of seeking the Company Stockholder Shareholder Approval. (ii) Unless . The Company shall use its commercially reasonable efforts to cause the Company has effected an Adverse Recommendation Change, Proxy Statement to be mailed to such holders as promptly as practicable after the date of this Agreement. The Company shall, through the Company Board, make recommend to holders of the Board Recommendation Company Common Stock that they give the Company Shareholder Approval (the “Company Recommendation”), except to the extent related to that the Merger, Company Board shall have withdrawn or modified its adoption of this Agreement and shall include such Board Recommendation its recommendation in the Proxy Statement, as permitted by and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated determined in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change6.4(b).

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actdate hereof, (i) the Company shall file with prepare the SEC Proxy Statement; and (ii) Parent and Merger Sub shall furnish to the Company all information concerning themselves and their Affiliates that is reasonably requested or required to be included in the Proxy Statement to be sent to and shall promptly provide such other assistance in the stockholders preparation of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action from time to time; and (iii) subject to the preparation, filing receipt from Parent and distribution Merger Sub of the Proxy Statement. information described in clause (ii) As promptly as practicable after the clearance of the Proxy Statement by the SECabove, the Company shall use its reasonable best efforts to cause file the Proxy Statement with the SEC. Except to be mailed to its stockholders. No filing of, or amendment or supplement tothe extent prohibited by Law, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall (i) promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements supplements, in each case with respect to the Proxy Statement or for additional information Statement, and shall supply (ii) provide Parent and Merger Sub promptly with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement Statement. The Company shall use reasonable best efforts (with the assistance of, and after consultation with, Parent as provided by this Section 5.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the transactions contemplated staff of the SEC with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall consult with Parent and provide Parent a reasonable opportunity to review and to propose comments, and shall consider in good faith all additions, deletions or changes reasonably proposed by this AgreementParent in good faith, on such document or response, except, in each case, (x) to the extent prohibited by Law or (y) for any amendment or supplement to the Proxy Statement in connection with a Change of Recommendation made in accordance with Section 5.5(c) (Change of Recommendation). (b) If, after at any time prior to the Acceptance TimeStockholders’ Meeting, any information relating to the Company Stockholder Approval Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) shall not contain an untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then: (i) As soon as practicable following in the clearance light of the Proxy Statement by the SECcircumstances under which they are made, not misleading, the Company party that discovers such information shall duly callpromptly notify the other parties thereof, give notice ofand an appropriate amendment or supplement containing such information shall be filed with the SEC and, convene and hold a meeting of its stockholders (to the “Company Stockholders Meeting”) for extent required by applicable Law, disseminated to the purpose of seeking the Company Stockholder ApprovalCompany’s stockholders. (iic) Unless the Company has effected an Adverse Recommendation ChangeSubject to Section 5.5(c) (Change of Recommendation), the Company shall, through (i) as promptly as practicable (and in any event within five (5) calendar days) following the Company Board, make date on which the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in SEC confirms that it (a) has no further comments on the Proxy Statement, or (b) will not be reviewing the Proxy Statement, establish a record date for a meeting of its stockholders, for the purpose of voting upon the approval of the Merger and holding the Company Stockholder Advisory Vote (the “Stockholders’ Meeting”), (ii) cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Stockholders’ Meeting as promptly as practicable after such record date, and (iii) as promptly as practicable thereafter, duly call, convene and hold the Stockholders’ Meeting; provided that the Company may, at its option (and shall in the case of clause (B) hereto upon the reasonable and timely request by Parent), postpone or adjourn the Stockholders’ Meeting (A) with the prior written consent of Parent and Merger Sub, or (B) to the extent the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approval, whether or not a quorum is present, provided that any such postponement or adjournment of the Stockholders’ Meeting shall not exceed ten (10) days. The Proxy Statement shall include the Company Recommendation, except to the extent there has been a Change of Recommendation in accordance with Section 5.5(c) (Change of Recommendation). Subject to Section 5.5(c) (Change of Recommendation), in connection with the Stockholders’ Meeting, the Company shall use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption Requisite Stockholder Approval and to obtain the Requisite Stockholder Approval. Parent and Merger Sub shall vote all shares of Company Common Stock held by them in favor of the approval of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as reasonably practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding anything to the contrary stated above, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review, comment on and approve (which approval shall not be unreasonably withheld or delayed) such document or response, (ii) include in such document or response all comments reasonably proposed by this AgreementParent and (iii) not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as reasonably practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. (ii) Unless determines at any time that this Agreement is no longer advisable and recommends that the stockholders of the Company has effected an reject it or any other Adverse Recommendation ChangeChange has occurred. The Company shall cause the Stockholders Meeting to be held as promptly as reasonably practicable after the date of this Agreement. Subject to Section 4.02(b)(i), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfSubject to Parent’s compliance with its obligations contained in the next sentence, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As as promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and, no later than the 15th 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 this Agreement, file with the SEC the preliminary Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC)Statement. Parent shall furnish all information concerning Parent and Sub to the Company as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise reasonably cooperate with the clearance Company in the preparation of the Proxy Statement by and the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersresolution of any SEC comments related thereto. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent as promptly of as practicable upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with provide (i) copies of all written correspondence or (ii) a summary of all oral communications, in each case between it or any of and its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, to Parent as promptly as practicable. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders as promptly as reasonably practicable after, but in any event not more than one business day after, the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders. Notwithstanding the foregoing, prior to filing or mailing the transactions contemplated Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto (including any oral response to comments), the Company (x) shall provide Parent and its counsel a reasonable opportunity to review and comment on such document or response (including any proposed oral response to comments), (y) shall include in such document or response all comments reasonably proposed by this AgreementParent and (z) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent or its counsel, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC as promptly as practicable and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) IfThe Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company Stockholder Approval is or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then: (i) As soon as practicable following in light of the clearance of circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that none of such information will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement mailed to the holders of Company Common Stock shall include the notice of appraisal rights required to be delivered by the SECCompany pursuant to Section 262 that complies with applicable Law. (c) The Company shall, as promptly as reasonably practicable after the Company shall date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders for the sole purpose of obtaining the Stockholder Approval and voting on a proposal to adjourn the Stockholders Meeting (and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith), which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur no later than the 35th 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 that the mailing of the Proxy Statement has been substantially completed (the “Company Stockholders Meeting”) for ); provided that the purpose Stockholders Meeting shall be held no earlier than the 50th calendar day after the date of seeking this Agreement; and provided, further, that the Company, after consultation with Parent, may postpone or adjourn, or make one or more successive postponements or adjournments of, the Stockholders Meeting if the Company reasonably believes that (i)(A) the Company is unable to obtain a quorum of its stockholders at such time or (B) the Company will not receive proxies sufficient to obtain Stockholder Approval. , whether or not a quorum is present, (ii) Unless it is necessary to postpone or adjourn the Stockholders Meeting to ensure that any required amendment or supplement to the Proxy Statement is mailed to holders of Company Common Stock within a reasonable amount of time in advance of the Stockholders Meeting or (iii) such postponement or adjournment is required by Law or a court or other Governmental Entity of competent jurisdiction in connection with any actions in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement or has been requested by the SEC or its staff, so long as, in the case of any postponement or adjournment under clause (i) of this Section 5.01(c), the Stockholders Meeting is not postponed or adjourned more than an aggregate of 30 calendar days without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). In the event that during the three business days prior to the date that the Stockholders Meeting is then scheduled to be held, the Company has effected delivers a notice of an intent to make an Adverse Recommendation Change, Parent may direct the Company shallto postpone the Stockholders Meeting for up to five business days and, through the Company Board, make the Board Recommendation to the extent related permitted by applicable Law, the Company Certificate and the Company Bylaws, the Company shall promptly, and in any event no later than the next business day, postpone the Stockholders Meeting in accordance with Parent’s direction, subject to the MergerCompany’s right to postpone the Stockholders Meeting for a longer period pursuant to the immediately preceding sentence. The notice of the Stockholders Meeting shall state that a proposal to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), (x) the Board of Directors of the Company shall recommend to holders of Company Common Stock that they adopt this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, Statement and (y) the Company shall use its reasonable best efforts to (x) solicit from its stockholders proxies in favor the Stockholder Approval. Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Takeover Proposal or by or, other than with respect to the immediately preceding sentence of this Section 5.01(c), the making of any Adverse Recommendation Change. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after If the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock Stockholder Approval is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”)Merger, then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange ActTime, the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementTransactions. (b) If, after the Acceptance Time, If the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As The Company shall, as soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the MergerCompany Recommendation, and shall include such Board Company Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, If the Company Stockholder Approval is required under the MGCL in order to consummate the MergerMerger other than pursuant to Section 3-106 of the MGCL, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9Article VIII, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c6.2(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance TimeSubject to Section 5.3(b), the affirmative vote Company, acting through the Board of not less than a majority Directors, shall take all actions in accordance with applicable Law, its Company Charter Documents and the rules of the outstanding shares of Company Common New York Stock at Exchange to promptly and duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger its stockholders (including any adjournment or postponement thereof (the “Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act. Subject to Section 5.2, the Company shall file use its reasonable best efforts to solicit from its stockholders proxies giving the Company Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company Charter Documents, the rules of the New York Stock Exchange or the DGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders Meeting (i) after consultation with Parent and with Parent’s consent, to the SEC extent necessary to ensure that any required supplement or amendment to the Proxy Statement to be sent is provided to the stockholders of the Company relating within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) 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. (b) The Company shall prepare (with the assistance of Parent) and file a preliminary Proxy Statement or an amendment to the Company’s preliminary proxy statement, dated March 19, 2010, and, if applicable, a Rule 13e-3 Transaction Statement on Schedule 13E-3, in each case as soon as practicable following the date hereof (and, in any event, within 15 days from the date of this Agreement) with the SEC and the Company and the Company shall file it with the SEC and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing. The Company shall use its reasonable best efforts to cause respond (with the SEC to clear the Proxy Statement assistance of Parent) as promptly as practicable after such filing (including by responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested SEC or its staff, and, to the extent permitted by the Company in connection with any such action and the preparationLaw, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersthe Company’s stockholders at the earliest practicable time after the resolution of all such comments. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between it the Company or any of its the Company’s Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) If, after Transactions. If at any time prior to the Acceptance TimeCompany Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company Stockholder Approval is shall promptly after becoming aware thereof, inform Parent of such fact or event and prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case to the extent required under by applicable Law. Parent shall cooperate with the MGCL Company in order to consummate the Merger, then: (i) As soon as practicable following the clearance preparation of the Proxy Statement or any amendment or supplement thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company in writing the information relating to it required by the SECExchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Parent shall ensure that such information supplied by it in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Subject to applicable Law, notwithstanding anything to the contrary contained herein, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall duly callprovide Parent with a reasonable opportunity to review and comment on the Proxy Statement or respond and shall consider in good faith and include in such document or response comments reasonably proposed by Parent. The Company shall ensure that the Proxy Statement (i) will not, give notice of, convene on the date it is first mailed to stockholders of the Company and hold a meeting at the time of its stockholders (the “Company Stockholders Meeting”) for , 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 purpose statements therein, in light of seeking the Company Stockholder Approval. circumstances under which they are made, not misleading and (ii) Unless will comply as to form in all material respects with the Company has effected an Adverse Recommendation Changeapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company shall, through the Company Board, make the Board Recommendation makes no representation or warranty with respect to the extent related information supplied to the Merger, and shall include such Board Recommendation it in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of this Agreement, the Acceptance Time or Company and Purchaser shall cooperate in jointly preparing the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, Proxy Statement and the Company shall file with the SEC the Proxy Statement to be sent to with the stockholders of the Company relating to the Company Stockholders MeetingSEC. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection SEC with any such action respect thereto and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders of the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent promptly of Purchaser upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide Purchaser with copies of all correspondence between it or any of its Representativesthe Company, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or any amendment or supplement thereto or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Purchaser and its counsel an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Purchaser; provided that Purchaser shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after the Proxy Statement or response to SEC comments is transmitted to Purchaser for its review. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company or Purchaser, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to the stockholders of the Company such amendment or supplement. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to this Agreement or the transactions contemplated by this AgreementTransaction. (b) IfIf at any time prior to the Effective Time, after any information relating to the Acceptance TimeCompany or Purchaser, or any of their respective Affiliates, officers, or directors, should be discovered by the Company or Purchaser that should be set forth in an amendment or supplement to the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit 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 party hereto and, to the extent required by Law, the Company Stockholder Approval is required under and Purchaser shall cooperate to cause an appropriate amendment or supplement describing such information promptly to be filed with the MGCL in order SEC and disseminated to consummate the Merger, then:stockholders of the Company. (ic) As The Company shall, as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (including any adjournment or postponement, the “Company Stockholders Meeting”) to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company’s stockholders for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor consummation of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, Transaction unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations terms. Subject to hold the right of the Company Stockholder and the Company Board to take action permitted by Section 6.6(b) with respect to a Superior Proposal, the Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Transaction and shall take all reasonable lawful action to solicit such approval by its stockholders (the “Approval Recommendation”). The Company shall not adjourn or postpone the Company Meeting after without the Acceptance Time pursuant to this Section 7.02(c) consent of Purchaser, which consent shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Changeunreasonably withheld.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actdate hereof, the Company shall prepare and file with the SEC the Proxy Statement. The Company will cause the Proxy Statement to be sent comply as to form in all material respects with the stockholders applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) Each of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement and Parent shall, as promptly as practicable after such filing (including by responding receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to comments of the Proxy Statement received from the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (iic) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the The Company shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders as soon as reasonably practicable after (i) if the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any does not receive comments from the SEC or with respect to the staff preliminary Proxy Statement and does not reasonably believe that it will receive comments, the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments. The Company will advise the Parent, promptly after it receives notice thereof, of any request by the SEC or the staff for amendment of the SEC Proxy Statement. (d) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for amendments inclusion or supplements incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or so that any of its Representativessuch documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, on in light of the one handcircumstances under which they were made, and not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company. (e) Notwithstanding the foregoing, prior to filing or its staff, on the other hand, with respect to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by this Agreementthe other party and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the other party, which approval shall not be unreasonably withheld or delayed. (bf) IfThe Company shall, subject to applicable law, as promptly as reasonably practicable after the Acceptance Timedate of this Agreement, the Company Stockholder Approval is required under the MGCL in order to consummate the Mergerestablish a record date for, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) ), for the purpose of seeking obtaining the Stockholder Approval, 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 Adverse Recommendation Change has occurred at any time. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), (x) the Board of Directors of the Company shall recommend to holders of Company Common Stock that they adopt this Agreement and shall include such recommendation in the Proxy Statement and (y) subject to the applicable Law, the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. (iig) Unless Within 24 hours following the Company has effected an Adverse Recommendation Changeexecution hereof, the Company shallParent, through the Company Boardas sole stockholder of Sub, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of adopt this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the date of this Agreement, but in no event later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthan ten (10) Business Days thereafter, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the parties shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement to be sent to the stockholders or that is customarily included in proxy statements prepared in connection with transactions of the Company relating to the Company Stockholders Meetingtype contemplated by this Agreement. The Company shall use its all commercially reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection SEC with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of respect to the Proxy Statement by the SEC, the Company shall use its reasonable best efforts and to cause the definitive Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as reasonably practicable after the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. If at any time prior to the Effective Time any information relating to the Company or Parent, with respect or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the transactions contemplated statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by this AgreementApplicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review and comment on such document or response, (ii) include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as reasonably practicable following the clearance date of this Agreement, establish a record date (which will be as soon as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless . The Company shall cause the Company has effected an Adverse Recommendation Change, Stockholders Meeting to be held as promptly as reasonably practicable after the date of this Agreement. The Company shall, through the Company Board, make recommend to its stockholders that they approve and adopt this Agreement and the Board Recommendation to the extent related to the Merger, Merger and shall include such Board Recommendation recommendation in the Proxy Statement, and use except to the extent that the Company Board shall have withdrawn its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption recommendation of this Agreement, and (y) take all other action necessary Agreement or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this as permitted by Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change6.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action preliminary form and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company’s stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Parent shall promptly provide any information or responses to comments, or other assistance, reasonably requested in connection with respect the foregoing. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give reasonable consideration to all comments proposed by this AgreementParent. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected , regardless of whether an Adverse Recommendation Change, Change has occurred at any time after the date of this Agreement. The Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use in each case subject to its reasonable best efforts to (x) solicit from its stockholders proxies in favor rights under Section 4.02(b)(i). Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Acceptance Time or Company and Parent shall use its commercially reasonable efforts to cause the expiration preliminary Proxy Statement to be cleared with the SEC as promptly as practicable after such filing. Notwithstanding anything contained in this Agreement to the contrary, absent any Legal Restraint that has the effect of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actpreventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to be sent to the stockholders of the Company relating Company, on or prior to the Company Stockholders Meeting. The Company shall use its reasonable best efforts 10th calendar day (or, if such calendar day is not a business day, on the first business day subsequent to cause such calendar day) immediately following the SEC to clear date of filing of the preliminary Proxy Statement as promptly as practicable after such filing (including by responding to comments with the SEC. Each of the SEC). Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent 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 or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) IfThe Company shall, as promptly as practicable after the Acceptance Timedate of this Agreement, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: establish a record date (i) As soon which will be as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur on the 20th 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”) ), for the purpose of seeking obtaining the Stockholder Approval, unless this Agreement has been earlier terminated in accordance with its terms but otherwise regardless of whether the Board of Directors of the Company Stockholder Approval. determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time; provided, however, that (i) if the Company is unable to obtain a quorum of its stockholders at such time, the Company may extend the date of the Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its commercially reasonable efforts to obtain such a quorum as promptly as practicable and (ii) Unless the Company has effected an Adverse Recommendation Change, may delay the Company shall, through the Company Board, make the Board Recommendation Stockholders Meeting to the extent related (and only to the Mergerextent) the Company reasonably determines that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), (x) the Board of Directors of the Company shall recommend to holders of Company Common Stock that they adopt this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, Statement and (y) take all other action necessary or advisable to secure the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in . Unless this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have has been earlier terminated in accordance with ARTICLE 9its terms, the Company agrees that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal Takeover Proposal. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by Parent. (c) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any Adverse Recommendation Changeamendment or supplement thereof, 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, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation by reference therein. Parent agrees that none of such information will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance TimeSubject to Section 5.3(b), the affirmative vote Company, acting through the Company Board, shall take all actions in accordance with applicable Law, the Company Charter Documents and the rules of not less than a majority The Nasdaq Global Select Market to promptly and duly call, give notice of, convene and hold, subject to the time requirements of the outstanding shares of Company Common Stock at Section 5.3(b), a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger its stockholders (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act. Subject to Section 5.2, the Company shall file use its commercially reasonable efforts to solicit from its stockholders proxies giving the Company Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company Charter Documents, the rules of The Nasdaq Global Select Market or the DGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders Meeting (i) after consultation with Parent, to the SEC extent necessary to ensure that any required supplement or amendment to the Proxy Statement to be sent is provided to the stockholders of the Company relating within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) 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. (b) As promptly as practicable and in no event later than fifteen (15) calendar days after the execution of this Agreement, the Company shall amend the Proxy Statement and file it with the SEC and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of SEC or its staff concerning the Proxy Statement by the SEC, the Company and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersstockholders at the earliest practicable time after the resolution of any such comments. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC or any other government officials and of any request by the SEC or the its staff of the SEC or any other government officials for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it the Company or any of its Representatives, on the one hand, and the SEC SEC, or its staffstaff or any other government officials, on the other hand, with respect to the Proxy Statement or Statement. Without limiting the transactions contemplated by this Agreement. (b) Ifgenerality of the foregoing, after the Acceptance Time, each of Parent and Merger Sub will furnish to the Company Stockholder Approval in writing the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Parent shall ensure that such information supplied by it in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting or filed with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then: (i) As soon as practicable following in the clearance light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement by or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SECSEC with respect thereto, the Company shall duly callprovide Parent with an opportunity to review and comment on such document or respond and shall include in such document or response comments reasonably proposed by Parent. The Company shall ensure that the Proxy Statement (i) will not, give notice of, convene on the date it is first mailed to stockholders of the Company and hold a meeting at the time of its stockholders (the “Company Stockholders Meeting”) for , 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 purpose statements therein, in light of seeking the Company Stockholder Approval. circumstances under which they are made, not misleading and (ii) Unless will comply as to form in all material respects with the Company has effected an Adverse Recommendation Changeapplicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company shall, through the Company Board, make the Board Recommendation assumes no responsibility with respect to the extent related to the Merger, and shall include such Board Recommendation information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the date of this Agreement (and in no event later of than thirty (30) Business Days following the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actdate hereof), the Company shall (i) prepare and file with the SEC a proxy statement (including the Proxy Statement letter to be sent to the stockholders stockholders, notice of meeting, proxy statement and form of proxy) for the Company relating to Stockholders Meeting (the foregoing together with any schedules, amendments or supplements thereto, and all other soliciting materials filed with the SEC in connection with the Company Stockholders Meeting, the “Proxy Statement”) in preliminary form as required by the Exchange Act and (ii) in consultation with Parent, set a 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 provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect to the Proxy Statement and, with Parent’s cooperation, shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as reasonably practicable after such filing (including by responding to and resolve all comments of received from the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of SEC or its staff concerning the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the . The Company shall use its reasonable best efforts to will cause the Proxy Statement to be mailed to its stockholdersthe Company’s stockholders as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to, or mailing of, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The thereon and the Company shall notify consider for inclusion in such comments, additions, deletions or changes reasonably proposed by Parent. Each of Parent promptly and Merger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the receipt Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to Parent and Merger Sub as may be required to be set forth in the Proxy Statement under applicable Law. If, at any time prior to the Company Stockholders Meeting, any party or its Representatives become aware of any comments from information, facts or circumstances relating to the SEC Merger, the Company, Parent, Merger Sub or the staff any of the SEC and of any request by the SEC their respective Affiliates, directors or the staff of the SEC for amendments officers which should be set forth in an amendment or supplements supplement to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the transactions contemplated statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly notify the other parties hereto so that the Company may file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by this AgreementLaw, disseminate such amendment or supplement to the stockholders of the Company. (b) IfThe Company shall, as soon as reasonably possible after the Acceptance TimeSEC confirms that it has no further comments on the Proxy Statement, in accordance with applicable Law and the Company Stockholder Approval is required under the MGCL in order to consummate the MergerCharter Documents, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, call and give notice of, and convene and hold hold, a meeting of its stockholders to consider the adoption of the Merger Agreement and such other matters as may be then legally required (including any adjournment or postponement thereof, the “Company Stockholders Meeting”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Stockholders Meeting (i) with the consent of Parent, (ii) for the purpose absence of seeking the Company Stockholder Approval. a quorum, (iiiii) Unless to allow reasonable additional time for any supplemental or amended disclosure which the Company has effected an Adverse Recommendation Change, determined in good faith (after consultation with outside legal counsel) is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company shallStockholders Meeting, through the Company Board, make the Board Recommendation or (iv) to the extent related allow additional solicitation of votes as may be necessary in order to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure obtain the Company Stockholder Approval. (c) IfThe Company shall, after through the Acceptance TimeCompany Board (or a duly authorized committee thereof), but subject to the right of the Company Board to make a Company Adverse Recommendation Change pursuant to Section 5.3, (i) recommend to its stockholders that the Company Stockholder Approval is required under be given (the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve “Company Board Recommendation”) and (ii) include the Company of its obligation Board Recommendation in the Proxy Statement and, unless there has been a Company Adverse Recommendation Change, the Company shall use all reasonable lawful action to submit solicit the Merger to its stockholders for a vote on the approval thereofCompany Stockholder Approval. The Company agrees that, unless this Agreement shall have been terminated in accordance provide Parent with ARTICLE 9, its obligations such information with respect to hold the solicitation of the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected Approval as is reasonably requested by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeParent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of this Agreement, the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders of the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after the Proxy Statement is transmitted to Parent for its review. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) solely for the purpose of seeking obtaining the Company Stockholder Approval. (ii. Subject to Sections 4.02(b) Unless the Company has effected an Adverse Recommendation Changeand 4.02(d), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders adoption of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption foregoing, the Company’s obligations pursuant to the first sentence of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors’ or such committee’s approval or recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement; provided that no breach of this Section 5.01(b) shall be deemed to have occurred if the Company adjourns or postpones the Stockholders’ Meeting for a reasonable period of time, each such period of time not to exceed 10 business days, if (x) at the time of such adjournment or postponement the Board of Directors of the Company shall be prohibited by the terms of this Agreement from making a Company Adverse Recommendation Change, and the Stockholders’ Meeting is then scheduled to occur within four business days of the time of such adjournment or postponement or (y) at the time the Board of Directors announces a Company Adverse Recommendation Change, the Stockholders’ Meeting is then scheduled to occur no later than ten business days from the date of such Company Adverse Recommendation Change; provided, further, that the Company may not adjourn or postpone the Stockholders’ Meeting pursuant to this clause (ii) more than two times or for more than 15 business days in the aggregate.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file with the SEC prepare the Proxy Statement to be sent to and, as promptly as reasonably practicable after the stockholders date hereof, but in any event within twenty (20) business days after the date of this Agreement, file the Company relating Proxy Statement with the SEC. Parent shall provide to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information concerning Parent and Sub as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise assist and cooperate with the clearance Company in the preparation of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts and resolution of comments referred to cause the Proxy Statement to be mailed to its stockholdersbelow. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information Statement, and shall supply promptly provide Parent with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, . The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated by this Agreementstaff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response. (b) IfThe Company shall, as promptly as reasonably practicable after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of SEC confirms that it has no further comments on the Proxy Statement by the SEC, or advises the Company shall that it is not reviewing the Proxy Statement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Stockholder Approval, and shall not postpone or adjourn such meeting except to the extent required by Law. Subject to the ability of the Board of Directors of the Company Stockholder Approval. (ii) Unless the Company has effected to make an Adverse Recommendation ChangeChange pursuant to Section 4.02(e), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders that they approve of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Table of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.Contents

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action preliminary form and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Parent shall promptly provide any information or responses to comments, or other assistance, reasonably requested in connection with respect the foregoing. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give reasonable consideration to all comments proposed by this AgreementParent. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected , regardless of whether an Adverse Recommendation Change, Change has occurred at any time after the date of this Agreement. The Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use in each case subject to its reasonable best efforts to (x) solicit from its stockholders proxies in favor rights under Section 4.02(b)(i). Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the execution of this Agreement (and in any event no later of than fifty-five calendar days after the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actdate hereof) and subject to applicable Law, the Company shall file with the SEC prepare the Proxy Statement in preliminary form and after consultation with, and good faith consideration of any comments made by, Parent, file it with the SEC. Subject to be sent Section 5.02, the Board of Directors of the Company shall make the Company Board Recommendation to the stockholders of the Company relating and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information concerning Parent, Merger Sub and their respective Affiliates as may be reasonably requested by the Company and customary in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise reasonably assist and cooperate with the clearance Company in the preparation of the Proxy Statement by and the resolution of any comments thereto received from the SEC, the . The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing ofStatement, or amendment or supplement to, at the time of the mailing of the Proxy Statement will or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and to comply as to form in all material respects with the Exchange Act and any applicable requirements under applicable Law, except that no representation, warranty, covenant or agreement is made by the Company without providing with respect to (i) statements made or incorporated therein relating to Parent with or its Affiliates, including Merger Sub, or based on information supplied by or on behalf of Parent, Merger Sub or any Representatives thereof for inclusion or incorporation by reference in the Proxy Statement or (ii) any financial projections or forward-looking statements. 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 if and to the extent such information contains any untrue statement of a reasonable opportunity material fact or omits to review and comment thereon. (iii) state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall notify Parent in writing promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all written correspondence between it the Company or any of its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement (including all comments from the SEC with respect thereto). The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use reasonable best efforts to (A) cause the definitive Proxy Statement to be filed with the SEC and disseminated to its stockholders as promptly as reasonably practicable after the earlier of (i) the resolution of any such comments, (ii) receiving notification that the SEC is not reviewing the preliminary Proxy Statement or (iii) the transactions contemplated by this Agreementfirst Business Day that is at least 10 days after the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement, and (B) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act and establish a record date for the Company Stockholders’ Meeting. Prior to the filing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and to propose comments on such document or response, which the Company shall consider in good faith. (b) If, after Notwithstanding any Adverse Recommendation Change but subject to Section 5.13(a) and applicable Law and to the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement extent not prohibited by the SECany Judgment, the Company shall take all necessary actions in accordance with applicable Law, the Company Charter Documents and the rules of NASDAQ to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. , as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Subject to Section 5.02, the Company shall use reasonable best efforts to obtain the Company Stockholder Approval. The Company shall keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Xxxxxx. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of the stockholders of the Company any Takeover Proposal. 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) 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 stockholders of the Company in advance of the Company Stockholders’ Meeting, (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the MergerTransactions, and shall include such Board Recommendation (iii) if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement, and use its reasonable best efforts ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to (x) solicit from its stockholders proxies in favor constitute a quorum necessary to conduct the business of the adoption Company Stockholders’ Meeting or (iv) to solicit additional proxies for the purpose of this Agreement, and (y) take all other action necessary or advisable to secure obtaining the Company Stockholder Approval; provided that, in the case of clauses (i), (iii) or (iv), without the written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), in no event shall the Company Stockholders’ Meeting (as so postponed or adjourned) be held on a date (A) that is more than 30 days after the date for which the Company Stockholders’ Meeting was originally scheduled or (B) that is less than five Business Days before the Outside Date. In no event will the record date of the Company Stockholders’ Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), unless required by applicable Law. (c) IfIf at any time prior to the Company Stockholders’ Meeting any information, after event or circumstance relating to the Acceptance TimeCompany, Parent, Merger Sub or any of their respective Subsidiaries, or their respective officers and directors, is discovered by the Company, Parent or Merger Sub which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party discovering such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information, event or circumstance shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. All documents that the Company Stockholder Approval is required under responsible for filing with the MGCL SEC in order connection with the Merger will comply as to consummate form and substance in all material respects with the Merger, nothing contained applicable requirements of the Exchange Act and the rules and regulations thereunder. (d) Nothing in this Agreement Section 5.13 shall be deemed to relieve prevent the Company or the Board of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold Directors of the Company Stockholder Meeting after the Acceptance Time pursuant or any duly authorized committee thereof from taking any action they are permitted or required to this take under applicable Law, subject to Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change5.02.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is If required under the MGCL applicable Law in order to consummate the Merger (the “Company Stockholder Approval”)Merger, then: (i) As as promptly as practicable after the later of the Acceptance Time or the expiration of any “subsequent offering period provided in accordance with Rule 14d-11 under periods”, the Exchange Act, Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders MeetingStatement. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersthe stockholders of the Company as promptly as practicable. Parent shall furnish to the Company all information as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) . If at any time prior to the Effective Time 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 should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Company parties shall notify Parent each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementMerger. (b) If, after the Acceptance Time, the Company Stockholder Approval is If required under the MGCL applicable Law in order to consummate the Merger, then: (i) As soon as promptly as practicable following after the clearance Acceptance Time or the expiration of the Proxy Statement by the SECany “subsequent offering periods”, the Company shall use its reasonable best efforts to, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Stockholder Approval; provided, that such date may be extended to the extent reasonably necessary to permit the Company Stockholder Approval. (ii) Unless to file and distribute any material amendment to the Company has effected an Adverse Recommendation ChangeProxy Statement as is required by applicable Law. Subject to Section 5.02, the Company shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement and the Company Board, make the Board Recommendation to the extent related to the Merger, Merger and shall include such the Company Board Recommendation in the Proxy Statement, and use its reasonable best efforts to . A Change in Recommendation permitted by Section 5.02(e) or (xf) solicit from its stockholders proxies in favor of will not constitute a breach by the adoption Company of this Agreement. At the Stockholders’ Meeting, and (y) take if any, all other action necessary or advisable to secure of the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement Common Stock then owned by Parent or Offeror shall be deemed voted to relieve the Company of its obligation to submit approve the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless and this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeAgreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to and the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC)SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement. Parent shall promptly furnish all information as that may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersactions. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders "Stockholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Approval. (ii. Subject to Sections 4.02(b) Unless the Company has effected an Adverse Recommendation Changeand 4.02(d), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders adoption of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption foregoing, the Company's obligations pursuant to the first sentence of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any Adverse Recommendation Changecommittee thereof of such Board of Directors' or such committee's approval or recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfAs promptly as reasonably practicable, after and in any event within twenty-four (24) calendar days following the Acceptance Timedate of this Agreement, the affirmative vote Company shall prepare and cause to be filed with the SEC a preliminary proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to holders of not less than a majority of the outstanding shares of Company Common Stock at a (the “Company Stockholders”) relating to the meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger Stockholders (the “Company Stockholder ApprovalMeeting”), then: (i) As promptly as practicable after the later to be held to consider adoption of this Agreement and approval of the Acceptance Time or Merger. The Acquirer Parties shall furnish all information concerning the expiration of any subsequent offering period provided Acquirer Parties and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in accordance with Rule 14d-11 under the Exchange Act, the Company shall file connection with the SEC preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be sent included therein. The 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 stockholders Proxy Statement and shall provide Parent with copies of the Company relating all correspondence with respect to the Company Stockholders MeetingProxy Statement between it and its representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to cause resolve as promptly as reasonably practicable any comments from the SEC with respect to clear the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement as promptly as practicable after such filing (including by or any amendment or supplement thereto) or responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested by SEC with respect thereto, the Company in connection (i) shall provide Parent with any such action an opportunity to review and the preparation, filing and distribution of comment on the Proxy Statement. Statement or response (ii) As promptly as practicable after including the clearance proposed final version of the Proxy Statement or response), (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 consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) If prior to the Effective Time, any event occurs with respect to Parent, or any change occurs with respect to other information supplied by the SEC, the Company shall use its reasonable best efforts to cause Acquirer Parties for inclusion in the Proxy Statement Statement, which is required to be mailed to its stockholders. No filing described in an amendment of, or amendment or a supplement to, the Proxy Statement will be made Statement, Parent shall promptly notify the Company of such event, and the Company and the Acquirer Parties shall cooperate in the prompt filing by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt SEC of any comments from the SEC necessary amendment or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements supplement to the Proxy Statement and, if required by Law, in disseminating the information contained in such amendment or for additional information and shall supply Parent with copies of all correspondence between it or supplement to the Company’s stockholders. (c) If prior to the Effective Time, any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement Statement, which is required to be described in an amendment of, or the transactions contemplated by this Agreement. (b) If, after the Acceptance Timea supplement to, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SECStatement, the Company shall promptly notify Parent of such event, and the Company and the Acquirer Parties shall cooperate in the prompt filing by the Company with the SEC of any necessary amendment or supplement to the Proxy Statement and, if required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company shall, as soon as reasonably practicable following the date the Proxy Statement is initially filed with the SEC, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) Stockholder Meeting for the purpose of seeking the Company Stockholder Approval. . The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company Stockholders and to hold the Company Stockholder Meeting as promptly as reasonably practicable following the date the Proxy Statement is cleared by the SEC and (ii) Unless subject to Section 7.4, solicit the Company has effected an Adverse Recommendation Change, the Stockholder Approval. The Company shall, through the Company Board, make recommend to its stockholders that they give the Company Stockholder Approval (the “Company Board Recommendation to the extent related to the Merger, Recommendation”) and shall include such Company Board Recommendation in the Proxy Statement, and use its reasonable best efforts except to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure extent that the Company Stockholder Approval. (c) If, after the Acceptance Time, the Board shall have made a Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereofAdverse Recommendation Change as permitted by Section 7.4. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) 7.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Company Takeover Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and nothing contained herein shall be deemed to relieve the Company of such obligation. Without limiting the foregoing, if the Company Board shall have effected a Company Adverse Recommendation Change, then the Company Board shall submit this Agreement to the Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Applicable Law. The Company shall not adjourn, postpone or recess the Company Stockholder Meeting without the prior written consent of Parent which shall not be unreasonably withheld and shall adjourn, postpone or recess such meeting as directed by Parent in order to obtain a quorum or solicit additional votes (in each case, so long as such meeting is not adjourned, postponed or recessed to a date after the Outside Date). In addition to the foregoing, the Company shall not submit to the vote of its stockholders any Company Takeover Proposal other than the Merger. (e) The Company shall provide written notice to Parent of the record date in respect of the Company Stockholder Meeting no fewer than twelve (12) days prior to such date.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as reasonably practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding anything to the contrary stated above, with respect prior to filing or mailing the Proxy Statement (or any amendment thereof or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review, comment on and approve such document or response, (ii) include in such document or response all comments reasonably proposed by this AgreementParent and (iii) not file or mail such document or respond to the SEC prior to receiving Parent's approval. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as reasonably practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. (ii) Unless determines at any time that this Agreement is no longer advisable and recommends that the stockholders of the Company has effected an reject it or any other Adverse Recommendation ChangeChange has occurred. The Company shall cause the Stockholders Meeting to be held as promptly as reasonably practicable after the date of this Agreement, but in any event shall be on the 9th business day of a month. Subject to Section 5.02(b)(i), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c6.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later execution of this Agreement, and subject to any injunction by a court of competent jurisdiction prohibiting filing of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange ActProxy Statement, the Company shall prepare the Proxy Statement in preliminary form and shall, no later than 20 business days after the date hereof, file it with the SEC SEC. The Company shall cause the Proxy Statement to be sent comply as to form in all material respects with the stockholders applicable provisions of the Exchange Act. Unless the Company Board of Directors (or a duly authorized committee thereof) has effected an Adverse Recommendation Change in accordance with Section 5.02, the Board of Directors of the Company relating shall make the Company Board Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information concerning Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise reasonably assist and cooperate with the clearance Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. 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 if and to the extent such information shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not 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 supplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersstockholders of the Company as soon as reasonably practicable after (i) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the eleventh calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments (the date in clause (i) or (ii), as applicable, the “SEC Clearance Date”). No Prior to the filing of, of the Proxy Statement (or any amendment or supplement tothereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Proxy Statement will be made by the Company without providing shall provide Parent with a reasonable opportunity to review and comment thereon. (iii) The to propose comments on such document or response, which the Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreementconsider in good faith. (b) If, after the Acceptance TimeNotwithstanding any Adverse Recommendation Change but subject to Section 5.12(a), the Company Stockholder Approval is required under the MGCL shall, in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, accordance with the Company shall Charter Documents and the rules of NASDAQ, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) , as soon as reasonably practicable after the SEC Clearance Date. Unless the Company Board of Directors (or a duly authorized committee thereof) has effected an Adverse Recommendation ChangeChange in accordance with Section 5.02, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure obtain the Company Stockholder Approval. The Company shall consult with Parent regarding the record date for the Company Stockholders’ Meeting and shall cause appropriate searches to be made in accordance with Rule 14a-13. The Company shall not change the record date for the Company Stockholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Agreement, the Company may, in consultation with Parent, adjourn, recess or postpone the Company Stockholders’ Meeting (i) 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 stockholders of the Company in advance of the Company Stockholders’ Meeting, (ii) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions, (iii) 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 or (iv) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval. Notwithstanding the foregoing, (A) the Company shall not adjourn, recess or postpone the Company Stockholders’ Meeting to a date that is more than 30 days after the date on which the Company Stockholders’ Meeting was orginally scheduled without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and (B) if Parent requests that the Company adjourn, postpone or recess the Company Stockholders’ Meeting to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, the Company will do so. (c) If, after the Acceptance TimeUnless there has been an Adverse Recommendation Change in accordance with Section 5.02, the Company Stockholder Approval is required under the MGCL in order shall keep Parent updated with respect to consummate the Merger, nothing contained proxy solicitation results as reasonably requested by Parent. (d) Nothing in this Agreement Section 5.12 shall be deemed to relieve prevent the Company or the Board of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold Directors of the Company Stockholder Meeting after the Acceptance Time pursuant or any duly authorized committee thereof from taking any action they are permitted or required to this take under, and in compliance with, Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change5.02.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the date of this Agreement, the Company shall prepare and, no later than the tenth 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 this Agreement, file with the Acceptance Time or SEC the expiration preliminary Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, (x) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and is not notified by the SEC that it will receive comments, absent any Legal Restraint that has the effect of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actpreventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to be sent to the stockholders of the Company relating Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC, and (y) if the Company Stockholders Meeting. The does receive comments from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall use its reasonable best efforts to file with the SEC the definitive Proxy Statement, and shall cause the SEC to clear mailing of the definitive Proxy Statement as promptly as practicable after such filing (including by responding to comments the stockholders of the SEC)Company, on or prior to the second business day immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, 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 or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. If the Company receives a Takeover Proposal or if an Intervening Event occurs, the ten calendar day periods referenced in this AgreementSection 5.01(a) and the two business day period referenced in clause (y) of the second sentence of this Section 5.01(a) will be extended by three calendar days. (b) IfThe Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent or Sub specifically for inclusion or incorporation for reference therein. Parent agrees that none of such information will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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. (c) As promptly as practicable after the Acceptance Timedate of this Agreement, the Company Stockholder Approval is required under shall, in compliance with applicable Law, the MGCL in order to consummate Company Certificate, the MergerCompany By-Laws and the rules of The NASDAQ Stock Market LLC, then: establish a record date (i) As soon which will be as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur on the 30th 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”) ), for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time; provided, however, that (i) if the Company is unable to obtain a quorum of its stockholders at such time, the Company may extend the date of the Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its commercially reasonable efforts to obtain such a quorum as promptly as practicable, (ii) Unless the Company has effected may adjourn or postpone the Stockholders Meeting to the extent (and only to the extent) the Company reasonably determines that such adjournment or postponement is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement and (iii) if the Company receives a new Takeover Proposal, the price or material terms of a previously received Takeover Proposal are modified or amended or an Adverse Recommendation ChangeIntervening Event occurs, in any such case during the five calendar day period immediately prior to the day of the Stockholders Meeting, the Company shallmay delay the Stockholders Meeting until the date that is the fifth business day after the date on which the Stockholders Meeting would otherwise have been held; provided, through however, that the Company Boardmay delay the Stockholders Meeting pursuant to this clause (iii) no more than once. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), make (x) the Board Recommendation of Directors of the Company shall recommend to the extent related to the Merger, holders of Company Common Stock that they adopt this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, Statement and (y) take all other action necessary or advisable to secure the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. (c) If, after . Without limiting the Acceptance Timegenerality of the foregoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or Takeover Proposal. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by any Adverse Recommendation ChangeParent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating Statement. Parent shall provide to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information concerning Parent and Sub as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise assist and cooperate with the clearance Company in the preparation of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts and resolution of comments referred to cause the Proxy Statement to be mailed to its stockholdersbelow. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall as promptly as practicable notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information Statement, and shall supply provide Parent with copies of all material correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, . The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable following the date of this Agreement. If at any time prior to the Stockholders’ Meeting there shall occur or be discovered any event or any information relating to the Company, Parent, Sub or any of their respective Affiliates, officers or directors 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly prepare and file with the SEC and, to the extent required by Law, mail to the Company’s stockholders an appropriate amendment or supplement describing such event or information. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated by this Agreementstaff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Stockholder Approval. Subject to the ability of the Board of Directors of the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse to modify or withdraw its Recommendation Changepursuant to Section 4.03(d), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders adoption of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and, no later than the twenty-fifth 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 this Agreement, file with the SEC the preliminary Proxy Statement to be sent to the stockholders Statement. Each of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, 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. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) IfThe Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company Stockholder Approval is or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then:in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that none of such information will, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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. (ic) As soon The Company shall, as promptly as practicable after the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur no earlier than the 30th calendar day or later than the 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”) ), for the purpose of seeking (x) obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time and (y) requesting an advisory vote on change-in-control payments to executives of the Company as required by applicable SEC rules; provided, however, that (i) if the Company is unable to obtain a quorum of its stockholders at such time, the Company may extend the date of the Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its commercially reasonable efforts to obtain such a quorum as promptly as practicable, (ii) Unless the Company has effected may delay the Stockholders Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by applicable Law, (iii) if the Company receives a Takeover Proposal, the price or material terms of a previously received Takeover Proposal are modified or amended or an Adverse Recommendation ChangeIntervening Event occurs, in any such case during the five calendar day period immediately prior to the day of the Stockholders Meeting, the Company shall, through may adjourn or postpone the Stockholders Meeting until the date that is the fifth business day after the date on which the Stockholders Meeting would have otherwise been held and (iv) the Company Board, make may adjourn or postpone the Board Recommendation Stockholders Meeting to the extent related (and only to the Mergerextent) required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, including transactions contemplated by the Stockholders Agreements. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), (x) the Board of Directors of the Company shall recommend to holders of Company Capital Stock that they adopt this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, Statement and (y) take all other action necessary or advisable to secure the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. (c) If, after . Without limiting the Acceptance Timegenerality of the foregoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or Takeover Proposal. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by any Adverse Recommendation ChangeParent.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, As soon as practicable following the date of this Agreement (but in any event within fifteen (15) calendar days after the Acceptance Time, the affirmative vote date of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”this Agreement), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall file with prepare the SEC Proxy Statement, (ii) Parent shall promptly provide to the Company any information required for inclusion in the Proxy Statement to be sent to and shall promptly provide such other information or assistance in the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information preparation thereof as may be reasonably requested by the Company, and (iii) the Company in connection with any such action and the preparation, filing and distribution of shall file the Proxy Statement. Statement with the SEC. The Company shall thereafter (iiA) As promptly respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after the clearance receipt of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to any such comments or requests and (B) cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable after the Proxy Statement is cleared by the SEC (the “SEC Clearance Date”); provided, that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the filing of the Proxy Statement with the SEC that it will not review the Proxy Statement, then the Company shall use its stockholders. No filing ofcommercially reasonable efforts to obtain confirmation from the SEC that it will not comment on, or amendment or supplement tothat it has no additional comments on, the Proxy Statement will and the date on which the Company receives such confirmation shall be made the “SEC Clearance Date.” The Company shall promptly (but in any event within two (2) Business Days) notify Parent upon the receipt of any such comments or requests 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. In the event that the Company receives 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, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company without providing shall (x) provide Parent with a reasonable opportunity to review and comment thereon. on any drafts of the Proxy Statement and related correspondence and filings and (iiiy) The reasonably consider all comments proposed by Parent for inclusion in such drafts, correspondence and filings. If at any time prior to the Effective Time any fact or information relating to the Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request be discovered by the SEC Company which should be set forth in an amendment of or the staff of the SEC for amendments or supplements a supplement to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its RepresentativesStatement, on the one hand, and the SEC or its staff, on the other hand, with respect to so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the transactions contemplated statements therein, in light of the circumstances under which they were made, not misleading, the Company shall, in accordance with the procedures set forth in this Section 5.1(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by this Agreementapplicable Law, cause such amendment or supplement to be distributed to the stockholders of the Company. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance of the Proxy Statement by the SECSEC Clearance Date, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. The Company shall, through its board of directors, recommend to its stockholders adoption of this Agreement. The Proxy Statement shall, in addition to such recommendation, include disclosure of the unanimous: (x) determination by the Company’s board of directors that it is advisable and in the best interests of the Company and its stockholders to enter into this Agreement, (y) approval by the Company’s board of directors of the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, and (z) resolution by the Company’s board of directors to recommend adoption of this Agreement by the stockholders of the Company. Notwithstanding the foregoing, (i) the Company shall have no obligation to do any of the foregoing if there shall have been a Company Adverse Recommendation Change, and (ii) the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders or, 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 business at such meeting; provided that no adjournment may be to a date on or after five (5) Business Days prior to the Walk-Away Date. If requested by Parent, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Parent in connection with obtaining the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding anything to the contrary stated above, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review, comment on and approve such document or response, (ii) include in such document or response all comments reasonably proposed by this AgreementParent and (iii) not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as promptly as practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. (ii) Unless determines at any time that this Agreement is no longer advisable and recommends that the stockholders of the Company has effected an Adverse Recommendation Changereject it. The Company shall cause the Stockholders Meeting to be held as promptly as practicable after the date of this Agreement. Subject to Section 4.02(b)(i), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file prepare and cause to be filed with the SEC the Proxy Statement in preliminary form (it being understood and agreed that if Company elects either a BTC Sale Transaction or a BTC Spinoff pursuant to be sent to Section 2.8, then the stockholders Proxy Statement shall also seek the approval of the an Alternative Transaction by Company relating to the Company Stockholders Meetingstockholders). The Company shall use its commercially reasonable best efforts to cause mail or deliver the SEC definitive Proxy Statement to clear its stockholders entitled to vote at the Company Stockholder Meeting as promptly as reasonably practicable following the later of (x) clearance of the Proxy Statement as promptly as practicable after such filing from the SEC, and (including by responding y) if Company elects a BTC Spinoff pursuant to comments Section 2.8, clearance of the Form 10 from the SEC). Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such other assistance, in each case, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the . Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information Statement, and shall supply shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it or any of and its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated by this AgreementSEC with respect thereto, Company shall provide Parent a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). (b) If, after at any time prior to the Acceptance Time, receipt of the Company Stockholder Approval is Approval, Company or Parent discovers any information relating to Company or Parent, or any of their respective Affiliates, that, in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of Company. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 4.14, Section 5.5 and this Section 7.1, any information concerning or related to Company, its Affiliates or the MGCL in order Company Stockholder Meeting will be deemed to consummate the Mergerhave been provided by Company, then:and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. (ic) As soon promptly as reasonably practicable following the clearance of date that the Proxy Statement is cleared by the SEC, Company shall, in accordance with applicable Law and the Company shall Charter and the Company Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Meeting. Company shall, through the Company Board, make recommend to its stockholders that they provide the Board Recommendation to Company Stockholder Approval, include the extent related to the Merger, and shall include such Company Board Recommendation in the Proxy Statement, Statement and solicit and use its commercially reasonable best efforts to (x) solicit from its stockholders obtain the Company Stockholder Approval, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 7.3. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the Company Stockholder Meeting is scheduled, Company has not received proxies in favor representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, Company shall have the right to make one or more successive postponements or adjournments of the adoption Company Stockholder Meeting solely for the purpose of this Agreement, and (y) take all other action for the times reasonably necessary or advisable to secure solicit additional proxies and votes in order to obtain the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of this Agreement, the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders of the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders "Stockholders' Meeting”") solely for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change. Subject to Section 4.02(b), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders adoption of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption foregoing, the Company's obligations pursuant to the first sentence of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors' or such committee's approval or recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement; provided, however, that no breach of this Section 5.01(b) shall be deemed to have occurred if the Company adjourns or postpones the Stockholders' Meeting for a reasonable period of time, each such period of time not to exceed ten business days, provided that (i) at the time of such adjournment or postponement the Board of Directors shall be prohibited by the terms of this Agreement from making a Company Adverse Recommendation Change, and the Stockholders' Meeting is then scheduled to occur within four business days of the time of such adjournment or postponement or (ii) at the time the Board of Directors announces a Company Adverse Recommendation Change, the Stockholders' Meeting is then scheduled to occur no later than ten business days from the date of such Company Adverse Recommendation Change; provided that the Company may not adjourn or postpone the Stockholders' Meeting pursuant to this clause (ii) more than two times or for more than fifteen business days in the aggregate.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided date hereof (but in accordance with Rule 14d-11 under the Exchange Actno event more than ten (10) Business Days thereafter), the Company shall prepare and file with the SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement to be sent to the stockholders Statement”). Each of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). and Parent shall furnish all information concerning such Person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon (and in any case no later than 24 hours after) the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representatives, on the one hand, and the SEC or and its staff, on the other hand, . Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith all such comments reasonably proposed by this AgreementParent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Stockholders. Except in connection with a Company Board Recommendation Change expressly permitted by Section 5.3(b), no amendment or supplement to the Proxy Statement shall be made by the Company without the prior written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) IfThe Company agrees that the Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement shall, after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the Company Stockholder Approval is Stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then: (i) As soon as practicable following in light of the clearance of circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation by reference in the SECProxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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. (c) No later than the second (2nd) Business Day following the date of this Agreement (and thereafter, upon the reasonable request of Parent), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act. The Company shall (i) as promptly as practicable after the date hereof, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders the Company Stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Stockholder Approval and (ii) commence mailing the Proxy Statement to the Company Stockholders as promptly as reasonably practicable after the filing of the Proxy Statement with the SEC. The Company will schedule the Stockholders Meeting to be held within thirty (30) days of the initial mailing of the Proxy Statement (or, if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain Stockholder Approval, such later date to which Parent consents in advance in writing (such consent not to be unreasonably withheld, conditioned or delayed)). (iid) Unless Notwithstanding anything to the Company has effected an Adverse Recommendation Changecontrary in this Agreement, the Company shallshall be permitted to postpone or adjourn the Stockholders Meeting if, through but only if, (i) the Company Boardis unable to obtain a quorum of the Company Stockholders at such time, make the Board Recommendation to the extent related (and only to the Merger, extent) necessary in order to obtain a quorum of the Company Stockholders and the Company shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to obtain such a quorum as promptly as practicable, (xii) solicit from the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required (A) by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow for the dissemination of any supplement or amendment to the Proxy Statement that is required to be filed and disseminated under applicable Law or (iii) the Company is required to do so by a court of competent jurisdiction in connection with any Legal Proceeding commenced after the date hereof against the Company or any of its stockholders directors (in their capacity as such) by any Company Stockholders relating to this Agreement or the transactions contemplated hereby. The Company may (and will, if directed by Parent) postpone or adjourn the Stockholders Meeting if there are not sufficient affirmative votes in person or by proxy at such Stockholders Meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Stockholder Approval; provided that the Stockholders Meeting shall not be adjourned or postponed for more than ten (10) Business Days in favor the case of any individual adjournment or postponement or more than thirty (30) Business Days in the aggregate; provided, further, that in no event shall the Company be required to adjourn or postpone the date of the adoption Stockholders Meeting by more than ten (10) Business Days from the original date of this Agreement, and (y) take all other action necessary or advisable to secure the Stockholders Meeting if it would require the Company Stockholder Approval. (c) Ifto change the record date of the Stockholders Meeting, after the Acceptance Time, re-solicit proxies already delivered to the Company Stockholder Approval is required under or mail amended, supplemental or supplemented proxy material in connection therewith. In no event shall the MGCL in order record date of the Stockholders Meeting be changed without Parent’s prior written consent, not be unreasonably withheld, conditioned or delayed. The notice of such Stockholders Meeting shall state that a resolution to consummate the Merger, nothing contained in adopt this Agreement shall be deemed considered at the Stockholders Meeting. Except to relieve the extent a Company Board Recommendation Change expressly permitted by Section 5.3(b) has been effected, (1) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (2) the Company shall use its reasonable best efforts to solicit votes of its obligation the Company Stockholders in favor of obtaining the Stockholder Approval. Without limiting the generality of the foregoing, but subject to submit Section 5.3(b) and the Merger Company’s right to its stockholders for a vote on terminate this Agreement under the approval thereof. The circumstances set forth in Section 8.1(c)(ii), the Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c6.1(d) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Superior Acquisition Proposal or by any Adverse Recommendation ChangeEffect constituting or that could constitute an Intervening Event. The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by Xxxxxx.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfThe Company shall, as soon as reasonably practicable following the date of this Agreement (but in any event within 20 Business Days after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”date hereof), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of in preliminary form, and the Company relating and Parent shall, as soon as reasonably practical following the date of this Agreement (but in any event within 20 Business Days after the date hereof) jointly prepare and file with the SEC the Schedule 13E-3, subject, in each case, to the Company Stockholders Meetingor the Parent receiving all necessary information from the other, its Affiliates and other third parties required to be provided in the Proxy Statement or the Schedule 13E-3. Parent and Sub shall provide the Company with information the Company reasonably requests for inclusion in the Proxy Statement, and Parent, Sub and the Company shall cooperate in the preparation of the Schedule 13E-3. The Company and Parent shall each use its their reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC)SEC with respect thereto. The Company and Parent shall furnish all information as may be reasonably requested by the Company notify each other promptly, and in connection with any such action and the preparationevent within one (1) Business Day, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3, or for additional information information, and shall supply Parent each other with copies of all correspondence between it the Company or Parent, or any of its their respective Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the Transactions contemplated hereby. The Company shall use its reasonable best efforts to prepare and file with the SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable. The Company (and, in the case of the Schedule 13E-3, the Company and Parent jointly) shall cause the Proxy Statement and the Schedule 13E-3 to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NASDAQ National Market. If at any time prior to receipt of the Company Stockholder Approval, any information relating to the Company, Parent, Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, that the Company or Parent determines should be set forth in an amendment or supplement to the Proxy Statement or the transactions contemplated Schedule 13E-3, so that the Proxy Statement or the Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by this Agreementreference into the Proxy Statement or the Schedule 13E-3 describing such information shall be filed by the Company (or, in the case of the Schedule 13E-3, jointly by the Company and Parent) with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company, in each case, as promptly as reasonably practicable. Notwithstanding the foregoing, prior to filing or mailing the preliminary or definitive Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to the comments of the SEC or its staff with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Parent. (b) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholder Meeting”) as promptly as practicable after the SEC clears the Proxy Statement, and in any event shall hold the Company Stockholder Meeting within 30 days after the Proxy Statement is mailed to its stockholders (unless a delay is required to comply with applicable Law (including in connection with the required dissemination of a material amendment or supplements to the Proxy Statement or the Schedule 13E-3)), for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Approval in connection with this Agreement and the Transactions, including the Merger. Unless the Company has effected Board shall have made an Adverse Recommendation Change, the Company shall, through the Company BoardBoard (or the Special Committee, make if applicable), recommend to its stockholders that they give the Board Recommendation to the extent related to the Merger, Company Stockholder Approval and shall include cause such Board Recommendation recommendation to be included in the Proxy Statement. The Company shall take all lawful action to obtain the Company Stockholder Approval by the requisite vote of the Company’s stockholders, including (i) postponing or adjourning the Company Stockholder Meeting to obtain a quorum, (ii) using reasonable efforts to solicit proxies (including through the hiring of a nationally recognized proxy solicitor if reasonably requested by Parent), (iii) calling, giving notice of, convening and holding the Company Stockholder Meeting following a postponement of any previously called Company Stockholder Meeting (provided in no event shall the Company be obligated to hold more than one Company Stockholder Meeting) (iv) consulting with, and use its providing updates to, Parent, upon Parent’s reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreementrequest, and (yv) take all taking such other action necessary actions as Parent may reasonably request. At the Company Stockholder Meeting, no matters shall be noticed or advisable submitted to secure the stockholders other than the matters to be considered in connection with obtaining the Company Stockholder Approval or a proposal to adjourn or postpone the meeting, including for purposes of soliciting additional proxies in order to obtain the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in . Unless this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been is validly terminated in accordance with ARTICLE 9its terms pursuant to Article VIII, the Company shall submit this Agreement to its obligations to hold stockholders at the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(ceven if (x) shall not be affected by there has occurred the commencement, public proposal, public disclosure or other communication to of any Company Takeover Proposal or (y) the Company of any Superior Proposal Board (or by any the Special Committee, if applicable) shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected an Adverse Recommendation ChangeChange or proposed or announced any intention to do so.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later execution of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file with the SEC prepare the Proxy Statement in preliminary form and file it with the SEC. Subject to be sent to Section 5.02, the stockholders Board of Directors of the Company relating shall make the Company Board Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information concerning Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after Statement and shall otherwise assist and cooperate with the clearance Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. 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 supplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use its reasonable best efforts to cause the Proxy Statement to be mailed disseminated to its stockholdersstockholders as promptly as reasonably practicable after the resolution of any such comments. No Prior to the filing of, of the Proxy Statement (or any amendment or supplement tothereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Proxy Statement will be made by the Company without providing shall provide Parent with a reasonable opportunity to review and comment thereon. (iii) The to propose comments on such document or response, which the Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreementconsider in good faith. (b) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order Subject to consummate the Merger, then: (iSection 5.16(a) As soon as practicable following the clearance of the Proxy Statement by the SECand notwithstanding any Adverse Recommendation Change, the Company shall take all necessary actions in accordance with applicable Law, the Company Charter Documents and the rules of the NYSE to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders Stockholders’ Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless , as soon as reasonably practicable after the Company SEC confirms that it has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in no further comments on the Proxy Statement, and and, prior to the termination of this Agreement in accordance with its terms, shall not submit any Takeover Proposal for approval or adoption by the stockholders of the Company. Subject to Section 5.02, the Company shall use its reasonable best efforts to (x) solicit from its stockholders proxies obtain the Company Stockholder Approval. Notwithstanding anything to the contrary contained in favor of the adoption of this Agreement, and the Company may, in its sole discretion, adjourn, recess, or postpone the Company Stockholders’ Meeting (yi) take all other action after consultation with Parent, to the extent necessary to ensure that any required supplement or advisable amendment to secure 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) 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 or (iii) to solicit additional proxies if the Company reasonably believes it may be necessary to obtain the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfSubject to the terms and conditions of this Agreement, the Company shall, as promptly as reasonably practicable after the Acceptance TimeProxy Statement is cleared by the SEC for mailing to the Company’s stockholders, the affirmative vote of not less than establish a majority of the outstanding shares of Company Common Stock at record date for, duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger its stockholders (including any adjournment or postponement thereof (the “Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval. The Company shall, through the Board of Directors of the Company, but subject to the right of the Board of Directors of the Company to make a Company Adverse Recommendation Change pursuant to Section 5.3, (i) recommend to its stockholders that the Company Stockholder Approval be given (the “Company Board Recommendation”), then: (iii) As promptly as practicable after include the later of Company Board Recommendation in the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange ActProxy Statement, and (iii) unless there has been a Company Adverse Recommendation Change, the Company shall file with the SEC the Proxy Statement use all reasonable lawful action to be sent to the stockholders of solicit the Company relating to the Company Stockholders Meeting. Stockholder Approval. (b) The Company shall use its reasonable best efforts to cause prepare (with the SEC to clear the assistance of Parent) and file a preliminary Proxy Statement as promptly as reasonably practicable after such filing following the date hereof (including by responding to comments and in any event within 20 Business Days of the SECdate of this Agreement). Parent shall furnish all information as may be reasonably requested by , with the Company in connection with any such action SEC and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to respond (with the assistance of Parent) to any comments of the SEC or its staff, and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Company’s stockholders as promptly as practicable after the Proxy Statement will be made has been cleared by the Company without providing Parent with a reasonable opportunity SEC for mailing to review and comment thereon. (iii) the Company’s stockholders. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall will promptly supply Parent with copies of all correspondence between it the Company or any of its the Company’s Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) If, after Transactions. If at any time prior to the Acceptance TimeCompany Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company Stockholder Approval is shall promptly notify Parent of such occurrence and promptly prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case to the extent required under by applicable Law. Parent shall cooperate with the MGCL Company in order to consummate the Merger, then: (i) As soon as practicable following the clearance preparation of the Proxy Statement or any amendment or supplement thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the SECExchange Act to be set forth in the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall duly callprovide Parent with a reasonable opportunity to review and comment on such document or response; provided, give notice ofhowever, convene and hold that the requirement set forth in this sentence shall not apply with respect to a meeting of its stockholders (the “Takeover Proposal, a Superior Proposal, a Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Change or any matters relating thereto. The Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies ensure that the Proxy Statement complies as to form in favor all material respects with the requirements of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder ApprovalExchange Act. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfSubject to Purchaser’s timely performance of its obligations under Section 4.02(b), after Seller shall, as promptly as reasonably practicable following the Acceptance Timedate of this Agreement, prepare and cause to be filed with the affirmative vote of not less than a majority SEC in preliminary form the Proxy Statement. Subject to the ability of the outstanding shares board of Company Common Stock at a meeting directors of the holders of Company Common Stock is required under the MGCL in order Seller to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided make an Adverse Recommendation Change in accordance with Rule 14d-11 under the Exchange ActSection 4.06, the Company board of directors of Seller shall file with include the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company Seller Recommendation in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As . Seller shall promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of Purchaser upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information Statement, and shall supply Parent provide Purchaser with copies of all correspondence between it or any of Seller and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, . Seller shall use reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, (ii) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and (iii) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter. No filing of, or amendment or supplement to, the transactions contemplated Proxy Statement, or response to SEC comments with respect thereto, will be made by this Agreement.Seller without providing Purchaser a reasonable opportunity to review and comment thereon, which comments to Seller shall consider in good faith; provided, that the foregoing shall not apply with respect to a Superior Proposal or an Adverse Recommendation Change. If at any time prior to the Closing any event or circumstance relating to Seller or any of the Business Subsidiaries or its or their respective officers or directors should be discovered by Seller which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly inform Purchaser. Each of Seller and Purchaser agrees to promptly correct any information provided by such party for use in the Proxy Statement which shall have become false or misleading. Table of Contents (b) If, after Purchaser shall provide to Seller all information concerning Purchaser and its Affiliates as may be reasonably requested by Seller in connection with the Acceptance Time, Proxy Statement and shall otherwise assist and cooperate with Seller in the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto. Purchaser will cause the information relating to Purchaser and its Affiliates supplied by it for inclusion in the SECProxy Statement, at the Company shall time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) In accordance with Seller’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, applicable Law and the rules of Nasdaq, Seller shall, as promptly as practicable, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) ), for the purpose of seeking obtaining the Company Seller Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change; provided, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action that if Seller determines that it is necessary or advisable to secure do so, Seller, at the Stockholders’ Meeting, may also seek stockholder approval for actions reasonably necessary to comply with the requirements of the Investment Company Stockholder Approval. (c) If, Act following Seller’s registration as a registered investment company at or after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained Closing. Notwithstanding anything in this Agreement shall to the contrary, Seller may postpone or adjourn the Stockholders’ Meeting (i) for up to ten (10) Business Days to solicit additional proxies for the purpose of obtaining the Seller Stockholder Approval, if Seller determines in good faith such postponement or adjournment is necessary or advisable to obtain the Seller Stockholder Approval, (ii) for the absence of quorum and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure which Seller has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected disseminated and reviewed by the commencement, public proposal, public disclosure or communication stockholders of Seller prior to the Company of any Superior Proposal or by any Adverse Recommendation ChangeStockholders’ Meeting.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file prepare and cause to be filed with the SEC the Proxy Statement in preliminary form. In addition to seeking the Company Stockholder Approval through the Proxy Statement, the Company shall also be sent entitled to the stockholders seek approval of a conversion of the Company to a Maryland real estate investment trust and to seek approval of proposals relating to the annual meeting of Company Stockholders Meetingstockholders for 2019; provided that the Company Stockholder Approval shall not be conditioned on any such approvals or proposals, such approvals and proposals shall not result in any obligation, liability or other expense to any Sale Subsidiary and shall not, and is not reasonably expected to, prevent, materially alter or materially delay the ability of the Company to consummate the Asset Sale. The Company shall use its commercially reasonable best efforts to cause mail or deliver the SEC definitive Proxy Statement to clear its stockholders entitled to vote at the Company Stockholder Meeting as promptly as reasonably practicable following the clearance of the Proxy Statement as promptly as practicable after such filing (including by responding to comments of from the SEC). Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such other assistance, in each case, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the . Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information Statement, and shall supply shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it or any of and its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated by this AgreementSEC with respect thereto, Company shall provide Parent a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). (b) If, after at any time prior to the Acceptance Time, receipt of the Company Stockholder Approval is Approval, Company or Parent discovers any information relating to Company or Parent, or any of their respective Affiliates, that, in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of Company. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 4.14, Section 5.5 and this Section 7.1, any information concerning or related to Company, its Affiliates or the MGCL in order Company Stockholder Meeting will be deemed to consummate the Mergerhave been provided by Company, then:and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. (ic) As soon promptly as reasonably practicable following the clearance of date that the Proxy Statement is cleared by the SEC, Company shall, in accordance with applicable Law and the Company shall Charter and the Company Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Meeting. Company shall, through the Company Board, make recommend to its stockholders that they provide the Board Recommendation to Company Stockholder Approval, include the extent related to the Merger, and shall include such Company Board Recommendation in the Proxy Statement, Statement and solicit and use its commercially reasonable best efforts to (x) solicit from its stockholders obtain the Company Stockholder Approval, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 7.3. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the Company Stockholder Meeting is scheduled, Company has not received proxies in favor representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, Company shall have the right to make one or more successive postponements or adjournments of the adoption Company Stockholder Meeting solely for the purpose of this Agreement, and (y) take all other action for the times reasonably necessary or advisable to secure solicit additional proxies and votes in order to obtain the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after If the Acceptance Timeadoption of this Agreement by the Company's stockholders is required by applicable Law, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”)shall, then: (i) As as promptly as practicable after following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange ActOffer Closing, the Company shall prepare and file with the SEC the preliminary Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders MeetingStatement. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing (including by responding to comments filing. Each of the SEC). Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) If, after If the Acceptance Timeadoption of this Agreement by the Company's stockholders is required by applicable Law, the Company Stockholder Approval is required under the MGCL in order to consummate the Mergershall, then: (i) As soon as promptly as reasonably practicable following the clearance Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its stockholders, as soon as reasonably practicable following the expiration of the Proxy Statement time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date (which will be as promptly as reasonably practicable following the Company shall Offer Closing) for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”) "), for the purpose of seeking obtaining the Stockholder Approval. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Sections 5.02(b) and 5.02(d), the Board of Directors of the Company Stockholder Approval. (ii) Unless shall recommend to holders of the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the MergerCommon Stock that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to the first sentence of this Section 7.02(c6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or by (ii) any Adverse Recommendation ChangeChange effected by the Board of Directors of the Company. Notwithstanding the foregoing, if Sub shall acquire at least ninety percent (90%) of the outstanding shares of the Company Common Stock, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Offer Closing without the Stockholders Meeting in accordance with Section 253 of the DGCL. (c) Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Offer and all other shares of Company Common Stock owned by Parent or any Subsidiary of Parent to be voted in favor of the Stockholder Approval.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfAs promptly as reasonably practicable, after and in any event within 30 Business Days following the Acceptance Timedate of this Agreement, the affirmative vote Company will prepare and cause to be filed with the SEC a preliminary proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) to be sent to holders of not less than a majority of the outstanding shares of Company Common Stock at a (the “Company Stockholders”) relating to the meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger Stockholders (the “Company Stockholder ApprovalMeeting”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall file with the SEC the Proxy Statement to be sent to held for the stockholders purpose of considering and taking action on the Company relating to the Company Stockholders Meetingadoption of this Agreement. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall Acquirer Parties will furnish all information concerning the Acquirer Parties and their Affiliates to the Company, and provide such other assistance, as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As . The Company will promptly as practicable after notify Parent upon the clearance receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement by Statement, and will provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The Company shall will use its reasonable best efforts to cause resolve as promptly as reasonably practicable any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement to be mailed to its stockholders. No filing of, (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Proxy Statement Company will be made by the Company without providing (i) provide Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to on the Proxy Statement or for additional information and shall supply Parent with copies response (including the proposed final version of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or response), (ii) consider in good faith all comments reasonably proposed by Parent, and (iii) except in connection with any Company Adverse Recommendation Change, not file or mail such document or respond to the transactions contemplated by this AgreementSEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) IfIf prior to the Effective Time, after any event occurs with respect to Parent, or any change occurs with respect to other information supplied by the Acceptance Acquirer Parties for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly notify the Company of such event, and the Company and the Acquirer Parties will cooperate in the prompt filing by the Company with the SEC of any necessary amendment or supplement to the Proxy Statement and, if 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 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 Stockholder Approval is required under will promptly notify Parent of such event, and the MGCL Company and the Acquirer Parties will cooperate in order the prompt filing by the Company with the SEC of any necessary amendment or supplement to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement and, if required by Law, in disseminating the SECinformation contained in such amendment or supplement to the Company’s stockholders. (d) The Company will, as soon as reasonably practicable after the Company shall date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) Stockholder Meeting for the purpose of seeking the Company Stockholder Approval. (ii) Unless the . The Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and will use its reasonable best efforts to (xi) solicit from its stockholders proxies in favor of cause the adoption of this Agreement, and (y) take all other action necessary or advisable Proxy Statement to secure be mailed to the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations Stockholders and to hold the Company Stockholder Meeting as promptly as reasonably practicable and (ii) subject to ‎Section 7.4, solicit the Company Stockholder Approval. The Company will, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval (the “Company Board Recommendation”) and will include such Company Board Recommendation in the Proxy Statement. The Company may only adjourn, postpone or recess the Company Stockholder Meeting in order to obtain a quorum or solicit additional votes (so long as such meeting is not adjourned, postponed or recessed to a date on or after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeOutside Date).

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfPromptly following the date hereof (but in any event, after no more than twenty (20) Business Days following the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”date hereof), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company shall prepare and Company shall file with the SEC the Proxy Statement to be sent Statement. Company shall promptly notify Purchaser of the receipt of any comments of the SEC with respect to the stockholders Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall promptly provide to Purchaser copies of all correspondence between Company relating or any Representative of Company and the SEC with respect to the Proxy Statement. Company Stockholders Meetingshall (i) give Purchaser and its counsel the opportunity to review and comment on the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC (ii) take into good faith consideration all comments reasonably proposed by Purchaser and (iii) not file such document with the SEC prior to providing Purchaser and its counsel a reasonable opportunity to review and comment thereon. The Each of Company and Purchaser shall use its reasonable best efforts after consultation with the other party hereto, to cause respond promptly to all such comments of and requests by the SEC SEC. Company will use its reasonable best efforts to clear have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such its filing and thereafter cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable (including but no more than twenty (20) Business Days) after the Proxy Statement has been declared effective by responding to comments of the SEC). Parent Each of Company and Purchaser shall furnish all information concerning itself and its Subsidiaries to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. . Purchaser agrees that it shall cooperate with and assist Company, including providing Company upon request (ii) As as promptly as practicable after reasonably practicable) with the clearance information concerning Purchaser and its Affiliates, directors and officers required to be included in the Proxy Statement. If at any time prior to the Company Stockholders Meeting, any information relating to Company or Purchaser or any of their respective Affiliates, officers or directors should be discovered by Company or Purchaser 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 a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of Company. Company shall have responsibility for the costs and expenses incurred in connection with the preparation, mailing and filing of the Proxy Statement by and the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly solicitation of the receipt of any comments from the SEC or the staff approval of the SEC and of any request by the SEC or the staff stockholders of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementCompany. (b) IfCompany, after the Acceptance Timeacting through its Board of Directors, the Company Stockholder Approval is required under the MGCL shall, subject to and in order accordance with its certificate of incorporation and bylaws, and subject to consummate the Mergerthis Section 5.1, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold hold, as soon as reasonably practicable (but no more than forty (40) days) following the date on which the Proxy Statement is mailed to Company stockholders, a meeting of its stockholders the holders of Company Common Stock (the “Company Stockholders Meeting”) for the purpose of seeking voting to adopt this Agreement; provided, however, that Company shall be permitted to adjourn, delay or postpone convening the Company Stockholder Approval. Stockholders Meeting if in the good faith judgment of the Board of Directors of Company (after consultation with its outside legal advisors) the failure to adjourn, delay or postpone the Company Stockholders Meeting could be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Company under applicable Law or not allow sufficient time under applicable Law for the distribution of any required or appropriate supplement or amendment to the Proxy Statement. Subject to this Section 5.1, the Board of Directors of Company shall declare that this Agreement, the Merger and the other transactions contemplated hereby are advisable and in the best interests of Company and the stockholders of Company and subject to this Section 5.1, recommend adoption of this Agreement by the stockholders of Company (the “Company Recommendation”) and subject to this Section 5.1, include in the Proxy Statement such Company Recommendation. Notwithstanding any other provision of this Agreement, but subject to compliance with this Section 5.1 and Section 5.4, prior to receipt of the Required Company Vote, the Board of Directors of Company may, in response to any proposal or offer for an Alternative Transaction (as defined in Section 8.14(b)), (i) withhold, withdraw, amend or modify (or publicly propose to or publicly state that it intends to withhold, withdraw, amend or modify) in any manner adverse to Purchaser the Company Recommendation (it being understood that publicly taking a neutral position or no position with respect to the Alternative Transaction shall be considered a modification to the Company Recommendation in a manner adverse to Purchaser), (ii) Unless fail to include the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy StatementStatement or (iii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any proposal or offer for an Alternative Transaction (any action in clauses (i), (ii) or (iii) above, a “Change in Company Recommendation”), and use subject to compliance with this Section 5.1(b) and Section 7.1(h), terminate this Agreement in order to enter into a binding agreement providing for a Superior Proposal (as defined in Section 8.14(bb)), if: (A) the Board of Directors of Company reasonably determines in good faith after consultation with its reasonable best efforts outside financial advisors and outside counsel that such proposal or offer for an Alternative Transaction constitutes a Superior Proposal, (B) the Board of Directors of Company reasonably determines in good faith after consultation with its outside counsel that the failure to take such action is reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Company under applicable Law, (C) the Board of Directors of Company, before effecting a Change in Company Recommendation or terminating this Agreement as provided above, gives Purchaser three (3) Business Days’ prior written notice (unless at the time such notice is otherwise required to be given there are less than three (3) Business Days prior to the Company Stockholders Meeting, in which case Company shall provide as much notice as is reasonably practicable) of its intention to do so (it being agreed that neither the delivery of such notice by Company nor any public announcement thereof that Company determines it is required to make under applicable Law shall constitute a Change in Company Recommendation unless and until the Company shall have failed at or prior to the end of the period referred to in clause (D) (and, upon the occurrence of such failure, such notice and such public announcement shall constitute a Change in Company Recommendation) to publicly announce that it (I) is recommending this Agreement and (II) has determined that such other Alternative Transaction (taking into account in (I) any modifications or adjustments made to this Agreement to which Parent has agreed in writing and in (II) any modifications or adjustments made to such other Alternative Transaction) is not a Superior Proposal and has publicly rejected such Alternative Transaction), (D) during such three (3) Business Day period (or such shorter period as specified below), Company, if requested by Purchaser, shall have engaged in good faith negotiations with Purchaser (including by making its officers and its financial and legal advisors reasonably available to negotiate) regarding any amendments to this Agreement proposed in writing by Purchaser in response to such Superior Proposal and (E) at the end of the period described in the foregoing clause (D), the Board of Directors of Company concludes in good faith, after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement to which Purchaser has agreed in writing), that such proposal continues to be a Superior Proposal and that the failure to make a Change in Company Recommendation or the failure to terminate this Agreement would be reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Company under applicable Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new proposal for purposes of this Section 5.1(b); provided, however, that in the event the Company seeks to make a Change in Company Recommendation as provided above, the notice period and the period during which the Company and its Representatives are required to negotiate, if requested by Purchaser, with Purchaser regarding any amendments to the terms of this Agreement proposed in writing by Purchaser in response to such new proposal pursuant to clause (D) above shall expire on the later to occur of (x) solicit two (2) Business Days after Company provides written notice of such new proposal to Purchaser and (y) the end of the original three (3) Business Day period described in clause (D) above. The parties agree that nothing in this Section 5.1(b) shall in any way limit or otherwise affect Purchaser’s right to terminate this Agreement pursuant to Section 7.1(c) at such time as the requirements of such subsection have been met. (c) Nothing contained in this Agreement shall prohibit Company from (i) taking and disclosing to its stockholders proxies a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (including any “stop, look and listen” communication to the stockholders of Company) or (ii) making any required disclosure to the stockholders of Company if, in favor the good faith judgment of the adoption Board of Directors of Company (after receiving the advice of its outside counsel), failure to make such disclosure is reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Company to the stockholders of Company under applicable Law or (iii) informing any Person of the existence of the provisions contained in this Section 5.1 or Section 5.4. (d) Nothing in this Agreement shall prohibit or restrict the Board of Directors of Company, based on events, developments or occurrences that arise after the date hereof that were not known to the Board of Directors of Company prior to the date hereof (or if known, the consequences of which were not known or reasonably foreseeable) (in each case other than involving or relating to an Alternative Transaction), from effecting a Change in Company Recommendation if the Board of Directors of Company concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with its fiduciary duties to the stockholders of Company under applicable Law, provided that (x) Company shall (A) promptly notify Purchaser in writing of its intention to take such action, which notice includes a description in reasonable detail of the nature of such event, development or occurrence prompting the Change in Company Recommendation (it being understood that such notice shall not be deemed to be or constitute a Change in Company Recommendation) and (B) negotiate in good faith with Purchaser for three (3) Business Days following such notice regarding revisions to the terms of this AgreementAgreement proposed by Purchaser in writing in response to such event, development or occurrence, and (y) take all other action necessary or advisable to secure the Board of Directors of Company Stockholder Approval. (c) Ifshall not effect any Change in Company Recommendation unless, after the Acceptance Timethree (3) Business Day period described in the foregoing clause (B), the Board of Directors of Company Stockholder Approval concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action is required under the MGCL in order reasonably likely to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of inconsistent with its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication fiduciary duties to the stockholders of Company of any Superior Proposal or by any Adverse Recommendation Changeunder applicable Law.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company a proxy statement relating to the Company Stockholders Meeting. The adoption by the Company's stockholders of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and the Company shall use its commercially reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection SEC with any such action respect thereto and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of the GAP Purchasers and ICP upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide the GAP Purchasers and ICP with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide the GAP Purchasers and ICP an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by this Agreementthe Purchasers and (iii) shall not file or mail such document or respond to the SEC prior to receiving the GAP Purchasers' and ICP's approval, which approval shall not be unreasonably withheld or delayed. (b) IfIf requested by the Company, after the Acceptance Time, each Purchaser shall use its commercially reasonable efforts to assist the Company Stockholder Approval is in preparing the Proxy Statement, including, without limitation, providing to the Company any information regarding such Purchaser required under the MGCL in order to consummate the Merger, then:be included therein. (ic) As soon The Company shall, as promptly as practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”") for the purpose of seeking obtaining the Requisite Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Vote. The Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly soon as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company Chateau shall prepare and file with the SEC a preliminary Proxy Statement (and Chateau shall use its commercially reasonable efforts to so file such preliminary Proxy Statement as promptly as practicable), in form and substance reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed. Each of Chateau and Parent shall use its commercially reasonable efforts to have the Proxy Statement to be sent cleared by the SEC for mailing to the Chateau stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC)filing. Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement Chateau will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of following the receipt by Chateau of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall will supply Parent with copies of all correspondence between it Chateau or any of its Representatives, on the one hand, representatives and the SEC with respect to the Proxy Statement. The Proxy Statement shall comply in all material respects with all applicable requirements of the Law. Chateau shall date the Proxy Statement as of the approximate date of mailing to its stockholders and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or its staffsupplement to the Proxy Statement, on (i) Parent or Chateau, as the case may be, shall promptly inform the other handof such occurrences, (ii) Chateau shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement, in a form reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed, (iii) each of Chateau and Parent shall use its commercially reasonable efforts to have any such amendment or supplement cleared for mailing, to the extent necessary, to Chateau stockholders as promptly as practicable after such filing, and (iv) Chateau shall use its commercially reasonable efforts to have any such amendment or supplement mailed to its stockholders at the earliest practicable date. All filings with the SEC, including the Proxy Statement, and all mailings to the Chateau stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and consent of Parent (not to be unreasonably withheld or delayed). Parent will furnish to Chateau the information relating to it and/or Purchaser required by the Exchange Act to be set forth in the Proxy Statement. Chateau agrees to use its commercially reasonable efforts, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement or and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to Chateau's stockholders at the earliest practicable time. Subject to Sections 4.6 and 6.1, Chateau shall include in the Proxy Statement the recommendations of the Chateau Board of Directors that the Chateau's stockholders vote in favor of the approval and adoption of this Agreement and the Mergers and other transactions contemplated by this Agreementhereby. (b) IfChateau will, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance of date on which the Proxy Statement is cleared by the SEC, the Company shall duly call, give notice of, convene and hold a the Chateau Stockholder Meeting (but in no event shall such meeting of be held sooner than ten days following the date the Proxy Statement is mailed to its stockholders (the “Company Stockholders Meeting”) stockholders, for the purpose of seeking obtaining the Company Chateau Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change. Subject to Section 6.1, the Company shallChateau will, through the Company Boardunanimous action of its Board of Directors, make advise and recommend to its stockholders approval of the Board Recommendation to Merger and the extent related to other transactions contemplated by the Merger, Transaction Documents and shall further covenants that the Proxy Statement will include such Board Recommendation in recommendation; provided, however, that should a quorum not be obtained at the Proxy StatementChateau Stockholder Meeting, and use its reasonable best efforts to (x) solicit from its stockholders proxies or if fewer shares of Chateau Common Stock than the number required therefor are voted in favor of the approval and adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timetransactions contemplated hereby, the Company Chateau Stockholder Approval is required under the MGCL Meeting shall be postponed or adjourned from time to time in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders permit additional time for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure soliciting and obtaining additional proxies or communication to the Company of any Superior Proposal or by any Adverse Recommendation Changevotes.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfAs soon as practicable, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Company Aztar shall prepare and file with the SEC the Proxy Statement to and Pinnacle shall prepare and file with the SEC a Registration Statement on Form S-4 (the “Form S-4”), in which the Proxy Statement will be sent to the stockholders included. Each of the Company relating to the Company Stockholders Meeting. The Company Aztar and Pinnacle shall use its reasonable best efforts to cause have the SEC to clear Form S-4 declared effective under the Proxy Statement Securities Act as promptly as practicable after such filing (including by responding to comments of the SEC)filing. Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall Aztar will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholdersstockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. No filing Each party hereto shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of Pinnacle Common Stock in the Merger and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Pinnacle Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. If prior to the Effective Time any event occurs with respect to Aztar, Pinnacle or any of their respectivive subsidiaries, or any change occurs with respect to information supplied by or on behalf of Aztar or Pinnacle, respectively, for inclusion in the Proxy Statement or the Form S-4 that, in each case, is required to be described in an amendment of, or amendment or a supplement to, the Proxy Statement will be made or the Form S-4, Aztar or Pinnacle, as applicable, shall promptly notify the other of such event, and Aztar or Pinnacle, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and the Form S-4 and, as required by law, in disseminating the Company without providing Parent information contained in such amendment or supplement to Aztar’s stockholders. Aztar shall provide Pinnacle with a reasonable opportunity to review and comment thereon. (iii) The Company on any draft Proxy Statement, any draft amendment thereto, and any correspondence with the SEC concerning the Proxy Statement, and shall notify Parent promptly file or submit any of the receipt of any comments from the SEC or the staff of the SEC foregoing only once such draft is in a form reasonably acceptable to Pinnacle and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this AgreementAztar. (b) IfAztar shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless . Without limiting the Company has effected an Adverse Recommendation Changegenerality of the foregoing, the Company shall, through the Company Board, make the Board Recommendation Aztar agrees that its obligations pursuant to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption first sentence of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Aztar of any Takeover Proposal, (ii) the Company withdrawal or modification by the Board of Directors of Aztar of its approval or recommendation of this Agreement, the Merger or the other transactions contemplated hereby, or (iii) the approval or recommendation of any Superior Proposal or by any Adverse Recommendation ChangeProposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the stockholders of the Company a proxy statement relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts matters set forth in Section 7.8 for which Shareholder Approval is sought (as amended or supplemented from time to cause time, the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the "Proxy Statement. (ii") As promptly as practicable after the clearance of the Proxy Statement by the SEC, and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholdersthe Company's stockholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of Vista upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent provide Vista with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect hand which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein). Notwithstanding the foregoing, prior to filing or mailing the transactions contemplated Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Vista an opportunity to review and comment on such document or response which relates directly to the Proxy Statement (not including any documents that may be incorporated by this Agreementreference therein), (ii) include in such document or response all comments reasonably proposed by Vista which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein) and (iii) not file or mail such document which relates directly to the Proxy Statement (not including any documents that may be incorporated by reference therein) or respond to the SEC prior to receiving Vista's written approval, which approval shall not be unreasonably withheld or delayed. (b) IfIf requested by the Company, after the Acceptance Time, Vista shall use its commercially reasonable efforts to assist the Company Stockholder Approval is in preparing the Proxy Statement, including, without limitation, providing to the Company any information regarding Vista required under the MGCL in order to consummate the Merger, then:be included therein. (ic) As soon The Company shall, as promptly as practicable following the clearance date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Proxy Statement by the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Company Stockholder Approval. Shareholder Approval sought in accordance with Section 7.8 (ii) Unless the Company has effected an Adverse Recommendation Change, the "Stockholders Meeting"). The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement and the Company Board, make the Board Recommendation to the extent related to the MergerRelated Documents, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of provided, however, that the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) foregoing shall not be affected by prohibit the commencementCompany's Board of Directors from withdrawing, public proposal, public disclosure modifying or communication changing such recommendation at any time to the Company extent that the Company's Board of any Superior Proposal or by any Adverse Recommendation ChangeDirectors determines to do so in the exercise of their fiduciary duties.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfExcept as required by applicable Law, after as promptly as reasonably practicable following the Acceptance Timedate of this Agreement, the affirmative vote Company shall prepare and, no later than the tenth 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 this Agreement, the Company shall file with the SEC, the preliminary Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, (x) if the Company does not less than a majority receive comments from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actpreventing such action, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to be sent to the stockholders of the Company relating Company, on or prior to the second business day after the tenth calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC, and (y) if the Company Stockholders Meeting. The does receive comments from the SEC with respect to the preliminary Proxy Statement, absent any Legal Restraint that has the effect of preventing such action, the Company shall use its reasonable best efforts to file with the SEC the definitive Proxy Statement, and shall cause the SEC to clear mailing of the definitive Proxy Statement as promptly as practicable after such filing (including by responding to comments the stockholders of the SEC)Company, on or prior to the second business day immediately following clearance by the SEC with respect to such comments. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) if the Board of Directors of the Company shall not have made an Adverse Recommendation Change, 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 or delayed. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which 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 a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Each of Parent and the Company shall bear one-half the cost of printing and mailing the Proxy Statement and any supplement thereto. If the Company receives a Takeover Proposal or if an Intervening Event occurs, the 10 calendar day periods referenced in this AgreementSection 5.01(a) and the two business day period referenced in clause (y) of the second sentence of this Section 5.01(a) will be extended by three calendar days. (b) IfThe Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company Stockholder Approval is or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then: (i) As soon as practicable following in light of the clearance of circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation for reference therein. Parent agrees that none of such information will, at the SECdate the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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. (c) Except as required by applicable Law, the Company shall 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 meeting of its stockholders stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur on the 30th 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”) ), for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time; provided, however, that (i) if the Company is unable to obtain a quorum of its stockholders at such time, the Company may extend the date of the Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its commercially reasonable efforts to obtain such a quorum as promptly as practicable, (ii) Unless the Company has effected may delay the Stockholders Meeting to the extent (and only to the extent) that such delay is required by a Legal Restraint and (iii) if the Company receives a new Takeover Proposal, the price or material terms of a previously received Takeover Proposal are modified or amended or an Adverse Recommendation ChangeIntervening Event occurs, in any such case during the five calendar day period immediately prior to the day of the Stockholders Meeting, the Company shallmay delay the Stockholders Meeting until the date that is the fifth business day after the date on which the Stockholders Meeting would otherwise have been held; provided, through however, that the Company Boardmay delay the Stockholders Meeting pursuant to this clause (iii) no more than once. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), make (x) the Board Recommendation of Directors of the Company shall recommend to the extent related to the Merger, holders of Company Common Stock that they adopt this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, Statement and (y) take all other action necessary or advisable to secure the Company shall use its commercially reasonable efforts to solicit the Stockholder Approval. (c) If, after . Without limiting the Acceptance Timegenerality of the foregoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actdate hereof, (i) the Company shall file prepare the Proxy Statement; (ii) Parent and Acquisition Sub shall furnish to the Company all information concerning themselves and their Affiliates that may be reasonably requested in connection with the SEC preparation and filing of the Proxy Statement to be sent to and shall promptly provide such other assistance in the stockholders preparation and filing of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action from time to time; and (iii) subject to the preparation, filing receipt from Parent and distribution Acquisition Sub of the Proxy Statement. information described in clause (ii) As promptly as practicable after the clearance of the Proxy Statement by the SECabove, the Company shall use its reasonable best efforts to cause file the Proxy Statement to be mailed to its stockholderswith the SEC no later than 30 days following the date of this Agreement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent and Acquisition Sub promptly with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand. The Company shall use reasonable best efforts (with the assistance of, and after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the transactions contemplated staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response, and the Company will consider in good faith the comments of Parent in connection with any such filing or response, except, in each case, for any amendment or supplement to the Proxy Statement in connection with an Adverse Recommendation Change or a Superior Proposal, or to the extent prohibited by this AgreementLaw. None of the Company or its Representatives will agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the Parent in advance (to the extent practicable) and, to the extent permitted by the SEC, allows the Parent to participate. (b) The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Stockholders’ Meeting as promptly as practicable after such record date. If, after at any time prior to the Acceptance TimeStockholders’ Meeting, any information relating to the Company Stockholder Approval Company, Parent, Acquisition Sub or any of their respective Affiliates, officers or directors is discovered by the Company, Parent or Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) shall not contain an untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then:in the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement containing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the Company’s stockholders. (ic) As soon The Company shall, as promptly as practicable following the clearance date on which the SEC confirms 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 voting upon the approval of the Proxy Statement Merger and, if applicable, any approvals related thereto (the “Stockholders’ Meeting”) and (ii) duly call, convene and hold the Stockholders’ Meeting; provided that the Company may postpone or adjourn the Stockholders’ Meeting (A) with the consent of Parent and Acquisition Sub, (B) for the absence of a quorum, (C) 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 SECCompany’s stockholders prior to the Stockholders’ Meeting or (D) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval. As promptly as practicable after the date hereof, the Company shall duly call, give notice of, convene conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act and hold take all action necessary to establish a meeting of its stockholders (the “Company Stockholders Meeting”) record date for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Stockholders’ Meeting. The Company shall, through the Company Boardboard of directors of the Company, make the Board Recommendation but subject to the extent related right of the board of directors of the Company to make an Adverse Recommendation Change pursuant to Section 6.6, provide the Merger, Company Recommendation and shall include such Board the Company Recommendation in the Proxy Statement. Unless there has been an Adverse Recommendation Change pursuant to Section 6.6, and the Company shall use its commercially reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption Requisite Stockholder Approval. Parent and Acquisition Sub shall vote all shares of Company Common Stock (if any) held by them in favor of the approval of this Agreement. Notwithstanding any Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) Ifin accordance, after the Acceptance Timewith Article VIII, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication submitted to the holders of Company Common Stock for the purpose of any Superior Proposal or by any Adverse Recommendation Changeobtaining the Requisite Stockholder Approval.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after following the later date of this Agreement, the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders of the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representatives, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after such document or response is transmitted to Parent for its review. (b) IfThe Company shall, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As as soon as practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Stockholders’ Meeting”) for the initial purpose of seeking obtaining the Company Stockholder Approval. (ii. Subject to Sections 4.02(b) Unless the Company has effected an Adverse Recommendation Changeand 4.02(d), the Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Merger, its stockholders adoption of this Agreement and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption foregoing, the Company’s obligations pursuant to the first sentence of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors’ or such committee’s approval or recommendation of this Agreement, the Merger or the other transactions contemplated by this Agreement; provided that no breach of this Section 5.01(b) shall be deemed to have occurred if the Company adjourns or postpones the Stockholders’ Meeting for a reasonable period of time, each such period of time not to exceed 10 business days, if (x) at the time of such adjournment or postponement the Board of Directors of the Company shall be prohibited by the terms of this Agreement from making a Company Adverse Recommendation Change, and the Stockholders’ Meeting is then scheduled to occur within five business days of the time of such adjournment or postponement or (y) at the time the Board of Directors announces a Company Adverse Recommendation Change, the Stockholders’ Meeting is then scheduled to occur no later than 10 business days from the date of such Company Adverse Recommendation Change; provided further that the Company may not adjourn or postpone the Stockholders’ Meeting pursuant to this clause (ii) more than two times or for more than 15 business days in the aggregate.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after If the Acceptance Time, approval of this Agreement by the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock Company’s stockholders is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actby applicable Law, the Company shall as promptly as practicable following the Offer Closing, prepare and file with the SEC the a preliminary Proxy Statement to be sent to the stockholders Statement. Each of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). and Parent shall furnish all information concerning such Person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) If, At any time after the Acceptance Time, later of (A) the Company Stockholder Approval is required expiration of the time period contemplated by Rule 14a-6(a) under the MGCL in order to consummate Exchange Act and (B) the Merger, then: (i) As soon as practicable following the clearance resolution of any comments on the Proxy Statement by from the SEC, the Company shall (i) establish a record date (which will be as promptly as reasonably practicable), (ii) duly call, call and give notice of, convene and hold of a meeting of its stockholders (the “Company Stockholders Meeting”) and (iii) cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after such record date, each for the purpose of seeking obtaining the Stockholder Approval. The Company shall duly convene and hold the Stockholders Meeting as promptly as reasonably practicable after the mailing of the Proxy Statement; provided, however, that in no event shall such meeting be held later than 35 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders. The notice of such Stockholders Meeting shall state that a resolution to approve this Agreement will be considered at the Stockholders Meeting. The Board of Directors of the Company Stockholder Approval. (ii) Unless shall recommend to stockholders of the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Mergerthat they approve this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement. Notwithstanding the foregoing, if, following the Offer and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor any subsequent offering period and the exercise, if any, of the adoption Top-Up Option, Parent and its Subsidiaries shall own at least 90% of this Agreementthe outstanding shares of the Company Common Stock, and (y) the parties hereto shall take all other action necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Company Common Stock held by Parent or advisable any Subsidiary of Parent, to secure cause the Company Stockholder ApprovalMerger to become effective as soon as practicable after the Offer Closing without the Stockholders Meeting in accordance with the DGCL. (c) IfAt the Stockholders Meeting, after if any, Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Acceptance Time, the Offer and all other shares of Company Stockholder Approval is required under the MGCL Common Stock owned by Parent or any Subsidiary of Parent to be voted in order to consummate favor of the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after If the Acceptance Timeadoption of this Agreement by the Company’s stockholders is required by applicable Law, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”)shall, then: (i) As as promptly as practicable after following the later of the Acceptance Time or Offer Closing and the expiration of any “subsequent offering period period” provided by Parent pursuant to and in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders MeetingStatement. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after such filing (including by responding to comments filing. Each of the SEC). Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) If, after If the Acceptance Timeadoption of this Agreement by the Company’s stockholders is required by applicable Law, the Company Stockholder Approval is required under the MGCL in order to consummate the Mergershall, then: (i) As soon as promptly as practicable following the clearance Offer Closing and the expiration of any “subsequent offering period” provided by Parent pursuant to and in accordance with the Proxy Statement terms of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Offer Closing and the expiration of any “subsequent offering period” provided by Parent pursuant to and in accordance with the SECterms of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) ), for the purpose of seeking obtaining the Stockholder Approval. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 5.02(b)(i), the Board of Directors of the Company Stockholder Approval. (ii) Unless shall recommend to holders of the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the MergerCommon Stock that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement. Notwithstanding the foregoing, in the event that Parent, Sub and use its reasonable best efforts to (x) solicit from its stockholders proxies their respective Subsidiaries and affiliates shall hold, in favor the aggregate, at least 90% of the outstanding shares of the Company Common Stock entitled to vote on adoption of this Agreement under the DGCL and other applicable Law following the Offer Closing and the expiration of any “subsequent offering period” provided by Parent pursuant to and in accordance with this Agreement, if applicable, and (y) the exercise of the Top-Up Option, if applicable, the parties hereto shall take all other necessary and appropriate action necessary or advisable to secure cause the Company Stockholder ApprovalMerger to become effective as soon as practicable without the Stockholders Meeting in accordance with Section 253 of the DGCL. (c) If, after Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Acceptance Time, Offer and all other shares of Company Common Stock owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval is and to deliver or provide, in its capacity as a stockholder of the Company, any other approvals that are required under by the MGCL in order DGCL and any other applicable Law to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit effect the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to terms of this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeAgreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall file prepare and cause to be filed with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meetingin preliminary form. The Company shall use its reasonable best efforts to cause the SEC to clear mail or deliver the Proxy Statement to its stockholders as promptly as practicable after such filing (including by responding to comments of the SEC)practicable. Parent shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Company and provide such other assistance as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. 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, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Company shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or filing any other document to be filed by Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement or responding to any comments of the SEC with respect thereto, Company shall cooperate and provide Parent a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), and will include in such documents or responses all comments reasonably proposed by Parent and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement. (iib) If, at any time prior to the receipt of the Company Stockholder Approval, any information relating to Company or Parent, or any of their respective Affiliates, should be discovered by Company or Parent which, in the reasonable judgment of Company or Parent, should be set forth in an amendment of, or a supplement to, any of the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of Company. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 4.15, Section 5.5 and this Section 7.1, any information concerning or related to Company, its Affiliates or the Company Stockholder Meeting will be deemed to have been provided by Company, and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. (c) As promptly as practicable after following the clearance date of this Agreement, Company shall, in accordance with applicable Law, the rules of the Proxy Statement by Company Charter and the SECCompany Bylaws, establish a record date for, duly call, give notice of, convene and hold the Company Stockholder Meeting; provided, that such record date shall not be more than ninety (90) days prior to the established date of the Company Stockholder Meeting. As soon as reasonably practicable, Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the stockholders of Company without providing Parent with a reasonable opportunity entitled to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. (b) If, after the Acceptance Time, vote at the Company Stockholder Approval is required under the MGCL in order Meeting and to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SEC, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless the Company has effected an Adverse Recommendation Change, the Meeting. Company shall, through the Company Board, make recommend to its stockholders that they provide the Board Recommendation to the extent related to the MergerCompany Stockholder Approval, and shall include such Board Recommendation recommendation in the Proxy Statement, Statement and solicit and use its reasonable best efforts to (x) obtain the Company Stockholder Approval, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 7.3. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the Company Stockholder Meeting is scheduled, Company has not received proxies representing a sufficient number of shares of Company Common Stock and Company Preferred Stock to obtain the Company Stockholder Approval, whether or not a quorum is present, Company shall have the right to make one or more successive postponements or adjournments of the Company Stockholder Meeting solely for the purpose of and for the times reasonably necessary to solicit from its stockholders additional proxies and votes in favor of the adoption of this AgreementMergers and the other transactions contemplated hereby; provided, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold that the Company Stockholder Meeting is not postponed or adjourned to a date that is (i) is less than three Business Days prior to the Outside Date, (ii) more than thirty (30) days after the Acceptance Time pursuant to date for which the Company Stockholder Meeting was originally scheduled (excluding any postponements or adjournments required by applicable Law) or (iii) more than one hundred twenty (120) days following the record date established in accordance with this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change7.1(c).

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after If the Acceptance Timeadoption of this Agreement by the Company's stockholders is required by applicable Law, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”)shall, then: (i) As as promptly as practicable after following the later of the Acceptance Time or Offer Closing and the expiration of any "subsequent offering period period" provided by Parent pursuant to and in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders MeetingStatement. The Company shall use its commercially reasonable best efforts to cause the SEC to clear the definitive Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing (including by responding to comments filing. Each of the SEC). Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) If, after If the Acceptance Timeadoption of this Agreement by the Company's stockholders is required by applicable Law, the Company Stockholder Approval is required under the MGCL in order to consummate the Mergershall, then: (i) As soon as promptly as practicable following the clearance Offer Closing and the expiration of any "subsequent offering period" provided by Parent pursuant to and in accordance with the Proxy Statement terms of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the Offer Closing and the expiration of any "subsequent offering period" provided by Parent pursuant to and in accordance with the SECterms of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company "Stockholders Meeting”) "), for the purpose of seeking obtaining the Stockholder Approval. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 5.02(b)(i), the Board of Directors of the Company Stockholder Approval. (ii) Unless shall recommend to holders of the Company has effected an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the MergerCommon Stock that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement. Notwithstanding the foregoing, in the event that Parent, Sub and use its reasonable best efforts to (x) solicit from its stockholders proxies their respective Subsidiaries and affiliates shall hold, in favor the aggregate, at least 90% of the outstanding shares of the Company Common Stock entitled to vote on adoption of this Agreement under the DGCL and other applicable Law following the Offer Closing and the expiration of any "subsequent offering period" provided by Parent pursuant to and in accordance with this Agreement, if applicable, and (y) the exercise of the Top-Up Option, if applicable, the parties hereto shall take all other necessary and appropriate action necessary or advisable to secure cause the Company Stockholder ApprovalMerger to become effective as soon as practicable without the Stockholders Meeting in accordance with Section 253 of the DGCL. (c) If, after Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Acceptance Time, Offer and all other shares of Company Common Stock owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval is and to deliver or provide, in its capacity as a stockholder of the Company, any other approvals that are required under by the MGCL in order DGCL and any other applicable Law to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit effect the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to terms of this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation ChangeAgreement.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly soon as practicable after (and, in any event, within twenty (20) Business Days) following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC a proxy statement on Schedule 14A under the Proxy Statement Exchange Act related to the matters to be sent to the stockholders of the Company relating submitted to the Company stockholders (including holders of SDRs in accordance with the rules and regulations of Nasdaq Stockholm) at the Company Stockholders MeetingMeeting (including any amendments or supplements thereto, the “Proxy Statement”) in preliminary form. Each of the Acquiring Parties shall cooperate with the Company in the preparation of the Proxy Statement, and shall furnish all information concerning it, Merger Sub, and any of their respective Affiliates that is reasonably necessary or appropriate in connection with the preparation of the Proxy Statement, and provide such other assistance, in each case, as may be reasonably requested in the connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use its reasonable best efforts to cause respond as promptly as practicable to any comments of the SEC with respect thereto and to clear have the Proxy Statement cleared by the SEC as promptly as practicable after such filing (including by responding to comments of the SEC)preliminary filing. Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent each of the Acquiring Parties promptly of the receipt of any comments from the SEC or the its staff of the SEC and of any request by the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information information, and shall supply Parent each of the Acquiring Parties with copies of all correspondence between it the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated Merger. The Company shall give each of the Acquiring Parties the opportunity to participate in any discussions or meetings such party has with the SEC in connection with the Proxy Statement or the Merger. Notwithstanding the foregoing, before filing the Proxy Statement (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide each of the Acquiring Parties a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall consider in good faith such document or response all comments reasonably proposed by this Agreementeach of the Acquiring Parties and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the Acquiring Parties (such approval not to be unreasonably withheld, conditioned or delayed). (b) If, after before the Acceptance Effective Time, any event occurs with respect to the Company, QUALCOMM, SSW, Merger Sub or any of their respective Affiliates, or any change occurs with respect to other information supplied to or 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 Stockholder Approval is or the relevant Acquiring Party, as applicable, shall promptly notify such other party of such event, and the Company and the Acquiring Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required under by law, in disseminating the MGCL information contained in order such amendment or supplement to consummate the Merger, then:Company’s stockholders. (ic) As The Company shall, as soon as practicable following the clearance of (and, in any event, within ten (10) Business Days) after the Proxy Statement is cleared by the SEC, mail the Company shall Proxy Statement to the Company’s stockholders and duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking approval of this Agreement and the transactions contemplated hereby, including the Merger, under the DGCL, at the Company Stockholder Approval. (ii) Stockholders Meeting. Unless the Company Board has effected made an Adverse Recommendation ChangeChange in accordance with Section 6.5(f), the Proxy Statement shall include the Company Recommendation. Except as required by applicable Law, the Company shall, through shall not submit any other proposal to its stockholders at the Company BoardStockholders Meeting without the prior written consent of the Acquiring Parties. The Company shall conduct one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act and establish a record date for the Company Stockholders’ Meeting and take all actions necessary to comply with this Section 6.2. The record date and meeting date of the Company Stockholders Meeting shall be selected by the Company after reasonable consultation with the Acquiring Parties. Once the Company has established the record date for the Company Stockholders’ Meeting, make the Company shall not change such record date or establish a different record date without the prior written consent of the Acquiring Parties (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. Unless the Company Board has made an Adverse Recommendation to Change in accordance with Section 6.5(f), the extent related to the Merger, and Company shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit proxies from its stockholders proxies in accordance with Section 6.2 in favor of the adoption of this Agreement, and . The Company shall actively work with Skandinaviska Enskilda Xxxxxx XX (ypubl) take all other action necessary or advisable (“SEB”) (in its capacity as SDR custodian) to secure ensure that SEB facilitates the SDR holders’ rights to vote at the Company Stockholder ApprovalStockholders Meeting. The Company shall convene and hold the Company Stockholders Meeting as soon as practicable following the date of mailing of the definitive Proxy Statement (and in any event shall convene such meeting no later than forty-five (45) days after mailing of the definitive Proxy Statement, or such later date as the parties may reasonably agree). (cd) IfNotwithstanding any provision of this Agreement to the contrary, the Company may, in its reasonable discretion, adjourn the Company Stockholders Meeting after consultation with the Acceptance TimeAcquiring Parties, only (i) to the extent necessary, in the judgment of the Company Board, to ensure that any supplement or amendment to the Proxy Statement that the Company has determined in good faith after consultation with its outside legal counsel is required under applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) or is scheduled to reconvene following an adjournment thereof, 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 or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve at the Company Stockholders Meeting; provided, however, that the Company Stockholders Meeting shall not be adjourned for more than twenty (20) Business Days in the aggregate from the originally scheduled date of its obligation to submit the Merger to its stockholders for a vote on Company Stockholders Meeting without the approval thereofprior written consent of the Acquiring Parties. The Company agrees that, unless this Agreement shall have been terminated in accordance advise each of the Acquiring Parties upon request prior to the date of the Company Stockholders Meeting (and any reconvening thereof) as to the aggregate tally of proxies received by the Company with ARTICLE 9, its obligations respect to hold the Company Stockholder Meeting after Approval and whether such proxies have been voted affirmatively or negatively with respect to each of the Acceptance Time proposals to be presented at the Company Stockholders Meeting. (e) Except as otherwise expressly provided in this Agreement, the Company’s obligations pursuant to this Section 7.02(c) 6.2 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Superior Competing Proposal or by any (ii) an Adverse Recommendation Change.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As Within three business days or as promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement. The Company shall file with the SEC the definitive Proxy Statement to be sent and shall cause the mailing of the definitive Proxy Statement to the stockholders of the Company relating to occur on the 10th calendar day (or, if such calendar day is not a business day, the first business day subsequent to such calendar day) immediately following the filing of the preliminary Proxy Statement with the SEC or if not practicable, then as promptly as practicable thereafter. Each of the Company Stockholders Meeting. The Company and Parent shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement respond as promptly as practicable after such filing (including by responding to any comments of the SEC)SEC with respect to the Proxy Statement. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the its staff of the SEC and of or any request by from the SEC or the its staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or and its staff, on the other hand. Notwithstanding the foregoing, with respect prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated by this Agreement. (b) If, after the Acceptance TimeSEC with respect thereto, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, then: (i) As soon as practicable following the clearance of the Proxy Statement by the SECshall provide Parent an opportunity to review and comment on such document or response, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval. (ii) Unless shall include in such document or response 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. If at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company has effected or Parent which should be set forth in an Adverse Recommendation Change, the Company shall, through the Company Board, make the Board Recommendation amendment or supplement to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to (x) solicit from its stockholders proxies in favor of the adoption of this Agreement, and (y) take all other action state any material fact required to be stated therein or necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate make the Mergerstatements therein, nothing contained in this Agreement light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be deemed to relieve filed with the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees thatSEC and, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company extent required by applicable Law, disseminated to the stockholders of any Superior Proposal or by any Adverse Recommendation Changethe Company.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfIf the adoption of this Agreement by the Company’s stockholders is required by applicable law, after as promptly as practicable following the Acceptance Time, the affirmative vote acceptance of not less than a majority of the outstanding shares of Company Common Stock at a meeting of in the holders of Offer, the Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as practicable after the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, and Parent shall prepare and the Company shall file with the SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Company Stockholders Meeting. The Company shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding to comments of the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by stockholders of the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) as promptly as practicable following the expiration of the Offer. The Company shall promptly notify Parent promptly of upon the receipt of any comments Table of Contents from the SEC or the staff of the SEC and of or any request by from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of the Company and its Representativesrepresentatives, on the one hand, and the SEC or its staffand the staff of the SEC, on the other hand, with respect . If at anytime prior to the receipt of Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the transactions contemplated staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by this AgreementParent; provided, that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after the Proxy Statement is transmitted to Parent for its review. The Company shall not mail any Proxy Statement to which Parent reasonably objects. (b) If, after If the Acceptance Timeadoption of this Agreement by the Company’s stockholders is required by applicable law, the Company Stockholder Approval is required under the MGCL in order to consummate the Mergershall, then: (i) As soon as promptly as practicable following the clearance acceptance of shares of Company Common Stock in the Proxy Statement by Offer, establish a record date (which will be as promptly as reasonably practicable following the SECdate of this Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. (ii) Unless determines at any time that this Agreement or the Merger is no longer advisable or recommends that the stockholders of the Company has effected an Adverse Recommendation Change, reject this Agreement or the Merger. The Company shall cause the Stockholders Meeting to be held as promptly as practicable following the acceptance of shares of Company Common Stock in the Offer. The Company shall, through the Company Boardits Board of Directors, make the Board Recommendation recommend to the extent related to the Mergerits stockholders that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use in each case subject to its reasonable best efforts to (x) solicit from its stockholders proxies in favor rights under Section 4.02(b). Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Takeover Proposal or by the occurrence of any Adverse Recommendation Change. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 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 expiration of the Offer without the adoption of this Agreement by the stockholders of the Company in accordance with Section 253 of the DGCL and Section 907 of the NYBCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or any other subsidiary or controlled affiliate of Parent to be voted in favor of this Agreement and the transactions contemplated hereby.

Preparation of the Proxy Statement; Stockholders Meeting. (a) IfSubject to the reasonable cooperation of Parent, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As as promptly as practicable after following the later date of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and, no later than the tenth business day immediately following the date of this Agreement, file with the SEC the preliminary Proxy Statement to be sent to the stockholders Statement. Each of the Company relating to the Company Stockholders Meeting. The Company and Parent shall use its reasonable best efforts to cause the SEC to clear the Proxy Statement to be cleared by the SEC as promptly as practicable after such filing (including by responding to comments of the SEC)filing. Parent shall furnish all information as may be reasonably requested by the The Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall will use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Company’s stockholders as promptly as practicable after the Proxy Statement will be made is cleared by the SEC. Each of the Company without providing and Parent shall furnish all information concerning such person and its affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with a reasonable opportunity to review the preparation, filing and comment thereon. (iii) distribution of the Proxy Statement. The Company shall promptly notify Parent promptly of upon the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of from the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply provide Parent with copies of all correspondence between it or any of and its Representativesrepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, . Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the transactions contemplated SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments promptly and reasonably proposed by this AgreementParent, and (iii) unless the Board of Directors of the Company shall have made an Adverse Recommendation Change, 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 or delayed and in any event approval will be provided within two business days following a request therefor. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (b) IfThe Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will (except to the extent revised or superseded by amendments or supplements contemplated hereby), after at the Acceptance Time, date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company Stockholder Approval is or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required under the MGCL to be stated therein or necessary in order to consummate make the Mergerstatements therein, then:in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent for inclusion or incorporation for reference therein. Parent agrees that none of such information will (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, 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. (ic) As soon The Company shall, as promptly as practicable after the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement) for, the Company shall duly call, give notice of, convene and hold a meeting of its stockholders stockholders, which meeting the Company shall, absent any Legal Restraint that has the effect of preventing such action, cause to occur no later than the 20th business day immediately following the date of mailing of the Proxy Statement (the “Company Stockholders Meeting”) ), for the purpose of seeking obtaining the Stockholder Approval, regardless of whether the Board of Directors of the Company Stockholder Approval. determines at any time that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it or any other Adverse Recommendation Change has occurred at any time; provided, however, that (i) the Company may delay the Stockholders Meeting to the extent (and only to the extent) the Company reasonably determines that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement and (ii) Unless if the Board of Directors of the Company has effected shall have delivered an Adverse Recommendation ChangeChange Notice to Parent, the Company shallmay delay the Stockholders Meeting until one day after the expiration of the five-business day period immediately following delivery of such notice. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholders Meeting. Subject to Section 4.02(b), through the Board of Directors of the Company Board, make shall recommend to holders of the Board Recommendation to the extent related to the MergerCompany Common Stock that they adopt this Agreement, and shall include such Board Recommendation recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor . Without limiting the generality of the adoption of this Agreement, and (y) take all other action necessary or advisable to secure the Company Stockholder Approval. (c) If, after the Acceptance Timeforegoing, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, that its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c5.01(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Superior Proposal or by any Adverse Recommendation ChangeTakeover Proposal.

Preparation of the Proxy Statement; Stockholders Meeting. (a) If, after the Acceptance Time, the affirmative vote of not less than a majority of the outstanding shares of Company Common Stock at a meeting of the holders of Company Common Stock is required under the MGCL in order to consummate the Merger (the “Company Stockholder Approval”), then: (i) As promptly as reasonably practicable after the later execution of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Actthis Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company's stockholders to be held to obtain the Stockholder Approval (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT"). In connection with the notice of the Company's stockholders meeting at which the Merger is to be approved by the Company's stockholders, the Company shall have complied with NRS Sections 92A.410, and thereafter, shall comply with all other applicable provisions of NRS Sections 92A.300 to 92A.500, inclusive, regarding dissenters' rights under Nevada law. The Company shall obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement and form of proxy to be sent mailed to the Company's stockholders at the earliest practicable date. Parent shall cooperate in the preparation of the Proxy Statement and shall as soon as reasonably practicable after the date hereof furnish the Company relating with all information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect to the Company, its officers, directors, stockholders and subsidiaries contained in the Proxy Statement, and Parent agrees, as to information with respect to Parent and its officers, directors, stockholders and subsidiaries contained in the Proxy Statement, that such information, at the date the Proxy Statement is mailed and (as amended or supplemented) at the time of the Company Stockholders Meeting, will not be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Parent and its counsel shall be given the opportunity to review and comment on the Proxy Statement and all amendments or supplements thereof prior to their being filed with the SEC. The Company will advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for an amendment of the Proxy Statement or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information. The Company, on the one hand, and Parent, on the other hand, agree to promptly correct any information provided by either of them for use in the Proxy Statement, if any, if and to the extent that it shall use its reasonable best efforts have become false or misleading, and the Company further agrees to take all steps reasonably necessary to cause the SEC to clear the Proxy Statement as promptly as practicable after such filing (including by responding so corrected to comments of be filed with the SEC). Parent shall furnish all information as may be reasonably requested by the Company in connection with any such action SEC and the preparation, filing and distribution of the Proxy Statement. (ii) As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company shall to use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent with a reasonable opportunity to review and comment thereon. (iii) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements disseminated to the Proxy Statement or for additional information Company's stockholders, in each case, as and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the transactions contemplated extent required by this Agreementapplicable laws. (b) If, after the Acceptance Time, Parent agrees promptly to advise the Company Stockholder Approval if at any time prior to the Company Stockholders' Meeting (as defined below) any information provided by it in the Proxy Statement is required under or becomes incorrect or incomplete in any material respect and to provide the MGCL Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to consummate cause the MergerProxy Statement, then:insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. (ic) The Company agrees promptly to advise Parent if at any time prior to the Company Stockholders' Meeting (as defined below) any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect. (d) As soon as reasonably practicable following the clearance date of the Proxy Statement by the SECthis Agreement, the Company shall duly call, give notice of, convene call and hold a meeting of its stockholders (the “Company Stockholders Meeting”) "COMPANY STOCKHOLDERS' MEETING"), for the purpose of seeking obtaining the Company Stockholder Approval. (ii) Unless . Subject to the Company has effected an Adverse Recommendation Changefiduciary duties of its Board of Directors, applicable law and the Company's Articles of Incorporation and Bylaws, the Company shall, through the Company Board, make the Board Recommendation to the extent related to the Merger, and shall include such Board Recommendation in the Proxy Statement, and use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of this Agreementproxies, and (y) shall take all other action necessary or advisable to secure the Company approval of stockholders required by applicable law or otherwise to obtain the Stockholder Approval, and through its Board of Directors, shall recommend to its stockholders the obtaining of the Stockholder Approval. (c) If, after the Acceptance Time, the Company Stockholder Approval is required under the MGCL in order to consummate the Merger, nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit the Merger to its stockholders for a vote on the approval thereof. The Company agrees that, unless this Agreement shall have been terminated in accordance with ARTICLE 9, its obligations to hold the Company Stockholder Meeting after the Acceptance Time pursuant to this Section 7.02(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal or by any Adverse Recommendation Change.