Common use of Proxy Filing; Information Supplied Clause in Contracts

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the Shares, as promptly as practicable after the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none of the information supplied by it or any of its Affiliates for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicable, 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. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that shall cause the Proxy Statement or Information Statement, as the case may be, will to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, The Company agrees that none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Meeting, if 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. Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement and shall furnish all information concerning Parent and Merger Sub as applicableis required to be included in the Proxy Statement. Each of Parent and Merger Sub agrees that none of the written information supplied by it for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser Parent of the receipt of all any comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser Parent copies of all correspondence between the Company and/or or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, . The Company and Parent shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall each use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from by the SEC. To the extent required by applicable Law in the good faith judgment of the Company, and the Company shall, shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement possible after the date the staff of the SEC advises that it has no further comments thereon or amendment to that the Company may commence mailing the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, and in any event within fifteen (i15) in Business Days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Agreement, a proxy statement in preliminary form relating to the Merger and this Agreement Shareholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use their respective reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that pursuant to the Exchange Act the Company may commence mailing the Proxy Statement. The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. The Company agrees, as to it itself and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agreesThe Company and Parent agree, each as to it itself and its Affiliatestheir respective Subsidiaries, that none of the information supplied by it or any of its Affiliates their respective Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Shareholders Meeting, if and as applicable, 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. (b) The Company shall afford Purchaser provide legal counsel to Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement or Information Statement, as and any other documents related to the case may be, Shareholders Meeting prior to its filing with of the SECProxy Statement and any other such documents, including any amendments or supplements amendment thereto, with the applicable Governmental Entity and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior mailing such documents to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable LawShareholders. The Company shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to include in the Proxy Statement and such other documents related to the Shareholders Meeting all comments reasonably and promptly proposed by Parent or Information Statement, as the case may be, its legal counsel and of any request by the SEC for any amendment or supplement thereto or for additional agrees that all information relating to Parent and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to Subsidiaries included in the Proxy Statement or Information Statementshall be in form and content satisfactory to Parent, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such actionacting reasonably. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall promptly and jointly prepare and file with the SEC and mail the prospectus/proxy statement relating to the holders Company Stockholder Meeting (the “Prospectus/Proxy Statement”) in preliminary form, and Parent shall as promptly as reasonably practicable prepare and file with the SEC the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Shares in the Merger, which shall include the Prospectus/Proxy Statement (the “S-4 Registration Statement”). Parent and the Company each shall use its reasonable best efforts to have the Prospectus/Proxy Statement cleared by the SEC as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after its filing (and keep the S-4 Registration Statement effective for so long as may be necessary to consummate the Merger), and promptly thereafter the Company shall mail the Prospectus/Proxy Statement to its stockholders. Each of the SharesParties shall promptly furnish to the other all non-privileged information concerning such Party that is required by applicable Law to be included in the Prospectus/Proxy Statement or the S-4 Registration Statement so as to enable Parent to file the S-4 Registration Statement and the Company and Parent to file the Prospectus/Proxy Statement. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its Representatives for use in the Prospectus/Proxy Statement or the S-4 Registration Statement if and to the extent that such information is discovered by the Company, Parent or Merger Sub, as applicable, to be or to have become false or misleading in any material respect. Each of the Company and Parent shall, as promptly as practicable after the date receipt thereof, provide the other Party with copies of this Agreement, (i) in any written comments and advise the event that the Requisite Stockholder Approval in the form other Party of Written Consent is delivered any oral comments with respect to the Company in accordance with Section 6.09, an information statement of Prospectus/Proxy Statement or the type contemplated S-4 Registration Statement received by Rule 14c-2 promulgated under such Party from the Exchange Act related to the Merger and this Agreement (such information statementSEC, including any amendment request from the SEC for amendments or supplement supplements thereto, and shall provide the “Information Statement”other with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Prospectus/Proxy Statement and the S-4 Registration Statement or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall provide the other Party and its counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of the other Party in connection with any such document or response. None of the Company, Parent or their respective Representatives shall agree to participate in any material or substantive meeting or conference (iiincluding by telephone) with the SEC, or any member of the staff thereof, in respect of the event that Prospectus/Proxy Statement or the Requisite Stockholder Approval S-4 Registration Statement unless it consults with the other Party in the form of Written Consent is not delivered advance and, to the extent permitted by the SEC, allows the other Party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the S-4 Registration Statement, and the issuance of any stop order relating thereto or the suspension of the qualification of Parent Shares for offering or sale in any jurisdiction, and each of the Company in accordance with Section 6.09and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, a proxy statement in preliminary form relating to the Merger and this Agreement reversed or otherwise terminated. (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). b) The Company and Parent each agrees, as to it itself and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none of the information supplied or to be supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, 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, and (ii) the Prospectus/Proxy Statement and any amendment or Information Statement, as the case may be, supplement thereto will, at the date of mailing to stockholders of the Company stockholders and at the time of the Company Stockholders Meeting, if and as applicable, 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 and Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. (bc) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if If at any time prior to the Effective Time Requisite Company Vote, any information relating to the Company shall obtain Knowledge or Parent, or any of any facts their respective Affiliates, officers or directors, should be discovered by the Company or Parent that might make it necessary to amend should be set forth in an amendment or supplement to either of the Prospectus/Proxy Statement or Information the S-4 Registration Statement, as the case may be, in order so that either of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Law. The Company misleading, the Party that discovers such information shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, other Party and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives be prepared and filed with the SEC with respect and, to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required under applicable Law, disseminated to the Company stockholders. (d) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable Party) stockholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, notice or application made by applicable Law in the good faith judgment or on behalf of the Company, the Company shallParent or any of their respective Subsidiaries, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the SEC or the NYSE in connection with the Prospectus/Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information S-4 Registration Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall will prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as reasonably practicable after the date of this Agreement, and in any event within 20 Business Days (i) subject to Parent’s compliance in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance all material respects with this Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.095.4), a proxy statement Proxy Statement in preliminary form relating to the Merger Stockholders Meeting. The Company shall use reasonable best efforts to provide to Parent a draft of the Proxy Statement as promptly as reasonably practicable after the date of this Agreement, and in any event within 17 Business Days after the date of this Agreement (such proxy statement, including any amendment or supplement theretoAgreement. Subject to Section 5.3(e), the “Company Board of Directors shall include the Company Recommendation in the Proxy Statement”). Parent shall cooperate with the Company in the preparation of the Proxy Statement and furnish all information concerning Parent and Merger Sub that is required in connection with the preparation of the Proxy Statement. The Company agrees, as to it and its Subsidiaries, that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting the Proxy Statement or Information Statement, as the case may be, will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agreesIf at any time prior to the Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, as to it and its Affiliates, that none of the information supplied by it or any of its Affiliates for inclusion their respective Affiliates, officers or incorporation directors, is discovered by reference Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicable, contain any untrue statement would not include a misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The , the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SECSEC and, including any amendments or supplements theretoto the extent required by applicable Law, and shall give due consideration disseminated to all the reasonable additions, deletions or changes suggested thereto by Purchaserstockholders of the Company. The Company will promptly advise Purchaser if at promptly, and in any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statementevent, as the case may bewithin 48 hours, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser Parent of the receipt of all comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall will promptly provide to Purchaser Parent copies of all written correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement. Subject to Section 5.7 and applicable attorney-client privilege, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall and Parent will each use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as by the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, SEC and the Company shallwill cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly as reasonably practicablepracticable (and in any event within five Business Days) after the date the SEC staff advises that it has no further comments thereon or (ii) if, preparewithin 10 calendar days after the filing of the preliminary Proxy Statement, file and distribute the SEC staff has not indicated that it expects to its stockholders any supplement or amendment have comments to the preliminary Proxy Statement or Information Statement, as the case may be, if promptly as reasonably practicable (and in any event shall occur that requires within five Business Days) after such action10th calendar day. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement Shareholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (ii) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders shareholders of the Company and or at the time of the Stockholders Shareholders Meeting, if and as applicable, 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. Each of Parent and Merger Sub agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement shall, at the time the Proxy Statement is mailed to the shareholders of the Company at the time of the Shareholders 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 were made, not misleading. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser Parent copies of all correspondence between the Company and/or or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, . The Company and Parent shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall each use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from by the SEC. To the extent required by applicable Law in the good faith judgment of the Company, and the Company shall, shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement possible after the date the staff of the SEC advises that it has no further comments thereon or amendment to that the Company may commence mailing the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The As promptly as reasonably practicable following the date of this Agreement, Parent and the Company shall jointly prepare and file with the SEC and mail the joint Prospectus/Proxy Statement relating to the holders Company Stockholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Prospectus/Proxy Statement”) in preliminary form, and Parent shall promptly prepare and file with the SEC the Registration Statement on Form S-4 in connection with the issuance of Parent Shares in the Merger, which shall include the Prospectus/Proxy Statement (the “S-4 Registration Statement”). Parent and the Company each shall use its reasonable best efforts to have the Prospectus/Proxy Statement cleared by the SEC as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after its filing (and keep the S-4 Registration Statement effective for so long as may be necessary to consummate the Merger), and promptly thereafter each of the SharesCompany and Parent shall mail their respective Prospectus/Proxy Statement to their respective stockholders. Each of the Parties shall promptly furnish to the other all non-privileged information concerning such Party that is required by applicable Law to be included in the Prospectus/Proxy Statement or the S‑4 Registration Statement so as to enable Parent to file the S-4 Registration Statement and the Company and Parent to file the Prospectus/Proxy Statement. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its Representatives for use in the Prospectus/Proxy Statement or the S-4 Registration Statement if and to the extent that such information is discovered by Company, Parent or Merger Sub, as applicable, to be or to have become false or misleading in any material respect. Each of the Company and Parent shall, as promptly as practicable after the date receipt thereof, provide the other Party with copies of this Agreement, (i) in any written comments and advise the event that the Requisite Stockholder Approval in the form other Party of Written Consent is delivered any oral comments with respect to the Company in accordance with Section 6.09, an information statement of Prospectus/Proxy Statement or the type contemplated S-4 Registration Statement received by Rule 14c-2 promulgated under such Party from the Exchange Act related to the Merger and this Agreement (such information statementSEC, including any amendment request from the SEC for amendments or supplement supplements thereto, and shall provide the “Information Statement”) other with copies of all other material or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to substantive correspondence between it and its SubsidiariesRepresentatives, that on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Prospectus/Proxy Statement and the S-4 Registration Statement or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall provide the other Party and its counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of the other Party in connection with any such document or response. None of the Company, Parent or their respective Representatives shall 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 Prospectus/Proxy Statement or Information the S-4 Registration Statement unless it consults with the other Party in advance and, to the extent permitted by the SEC, allows the other Party to participate. Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the S-4 Registration Statement, as and the case may be, will comply in all material respects with issuance of any stop order relating thereto or the applicable provisions suspension of the qualification of Parent Shares for offering or sale in any jurisdiction, and each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Parent shall also take any other action required to be taken under the Securities Act, the Exchange Act Act, any applicable state securities or “blue sky” laws and the rules and regulations thereunder. Each Party , in connection with the issuance of the Parent Shares in the Merger. (b) The Company and Parent each agrees, as to it itself and its AffiliatesSubsidiaries, that none of the information supplied or to be supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S‑4 Registration Statement becomes effective under the Securities Act, 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, and (ii) the Prospectus/Proxy Statement and any amendment or Information Statement, as the case may be, supplement thereto will, at the date of mailing to stockholders and at the times of the meeting of stockholders of each of the Company and at Parent to be held in connection with the time of the Stockholders Meeting, if and as applicableMerger, 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. Parent will cause the S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. (bc) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if If at any time prior to obtaining the Effective Time Requisite Company Vote and the Requisite Parent Vote, the Company shall obtain Knowledge or Parent discovers that any information relating to the Company or Parent, or any of any facts that might make it necessary to amend their respective Affiliates, officers or directors, should be set forth in an amendment or supplement to either the Prospectus/Proxy Statement or Information Statement, as the case may be, in order S-4 Registration Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Law. The Company misleading, the Party that discovers such information shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, other Party and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives be prepared and filed with the SEC with respect and, to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required under applicable Law, disseminated to the stockholders of each of the Company and Parent. (d) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and (to the extent reasonably available to the applicable Party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by applicable Law in the good faith judgment or on behalf of the Company, the Company shallParent or any of their respective Subsidiaries, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the SEC or the NYSE in connection with the Prospectus/Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information S-4 Registration Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall will prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) and in any event, within 30 calendar days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Agreement, a proxy statement Proxy Statement in preliminary form relating to the Merger and Shareholders Meeting. As promptly as practicable after the date of this Agreement (such proxy statementAgreement, including and, in any amendment or supplement theretoevent, within 20 calendar days of this Agreement, the “Company will prepare and provide to Parent a reasonably complete draft of the preliminary Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Shareholders Meeting (a) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (b) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicable, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Parent agrees, as to it and its Affiliates, that at the date of mailing to shareholders of the Company shall afford Purchaser a reasonable opportunity to review and comment on at the time of the Shareholders Meeting, none of the information supplied by it or any of its Affiliates for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or Information Statement, as the case may be, prior omit to its filing with the SEC, including state any amendments material fact required to be stated therein or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Lawmisleading. The Company shall will promptly notify Purchaser Parent of the receipt of all comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall will promptly provide to Purchaser Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, . The Company and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall Parent will each use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information by the SEC and the Company will cause the definitive Proxy Statement to be mailed (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly after the case may be, from date the SEC. To the extent required by applicable Law in the good faith judgment of the Company, SEC staff advises that it has no further comments thereon or that the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to may commence mailing the Proxy Statement or Information (ii) if, within 10 calendar days after the filing of the preliminary Proxy Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery has not received comments to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this AgreementPreliminary Proxy Statement, promptly after such 10th calendar day.

Proxy Filing; Information Supplied. (a) The As promptly as reasonably practicable following the date of this Agreement (and in any event no later than January 10, 2023), the Company shall prepare and file with the SEC and mail to the holders of the Shares, as promptly as practicable after the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to connection with the Merger and this Agreement (such proxy statement, including any amendment or supplement amendments and supplements thereto, the “Proxy Statement”). The Parent, Merger Sub, and the Company agreeswill cooperate and consult with each other in the preparation of the Proxy Statement, and subject to Section 5.2, the Company must include the Company Recommendation in the Proxy Statement. As promptly as reasonably practicable following the later of (i) receipt and resolution of SEC comments with respect to it and its Subsidiaries, that the Proxy Statement or Information Statementand (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, as the Company shall file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Company’s stockholders. Each of the Company and Parent will cause all documents that it (or, in the case may beof Parent, will any of Parent’s Affiliates) is responsible for filing with the SEC or other regulatory authorities in connection with the Merger to (A) comply as to form with all applicable SEC requirements and (B) otherwise comply in all material respects with the applicable provisions Law; provided, that, any failure of the Exchange Act Company to comply with the foregoing with respect to the preliminary Proxy Statement that is corrected in the definitive Proxy Statement shall not be deemed a breach of this covenant; and the rules and regulations thereunder. Each Party agreesprovided, as to it and its Affiliatesfurther, that none of the Company shall not be responsible for information supplied by it or relating to Parent or any of its Affiliates or Financing Sources. Parent shall furnish to the Company promptly all information regarding Parent and its Affiliates and Financing Sources that may be required (pursuant to the Exchange Act and other applicable Laws) to be set forth in the Proxy Statement. Each of Parent, Merger Sub, and the Company agree to correct any information provided by it for inclusion or incorporation by reference use in the Proxy Statement which shall have become false or Information Statement, as the case may be, will, at the date of mailing to stockholders of misleading and the Company shall promptly prepare and at the time of the Stockholders Meeting, if and as applicable, contain any untrue statement of a material fact mail to its stockholders an amendment 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 misleadingsupplement setting forth such correction. (b) The Each of the Company and Parent agrees to consult with the other (and Parent shall afford Purchaser a reasonable opportunity cause its Affiliates to review and comment on consult with the Company) prior to providing substantive responses to SEC comments with respect to the Proxy Statement or Information Statementany other document that it (or, as in the case may beof Parent, prior to its any of Parent’s Affiliates) is responsible for filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all SEC in connection with the reasonable additions, deletions or changes suggested thereto by PurchaserMerger. The Company will promptly advise Purchaser if at any time prior to the Effective Time Each of the Company and Parent shall obtain Knowledge of any facts that might make it necessary to amend or supplement as soon as reasonably practicable: (i) notify the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser other of the receipt by it (or, in the case of all Parent, any of its Affiliates) of any comments from the SEC with respect to the Proxy Statement or Information Statementany other document that it (or, as the case may beof Parent, any of its Affiliates) is required to file with the SEC in connection with the Merger, and of any request by the SEC for any amendment to the Proxy Statement or supplement thereto any other such document or for additional information information; and shall promptly (ii) except to the extent relating to a Company Acquisition Proposal, provide to Purchaser the other with copies of all written correspondence on substantive matters between it (or, in the Company and/or case of Parent, any of its Representatives Affiliates) and its Representatives, on the one hand, and the SEC SEC, on the other hand, with respect to the Proxy Statement or Information Statementany other document that it (or, as the case may beof Parent, any of its Affiliates) is required to file with the SEC in connection with the Merger. Except with respect to any Company Acquisition Proposal or as otherwise provided in Section 5.2, prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC, each of the Company and Parent shall provide Purchaser an the other with the reasonable opportunity to review and comment on any each such amendment, supplement or response to the SEC filing in advance and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law consider in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of any changes in such filings reasonably proposed by the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreementother.

Proxy Filing; Information Supplied. (ai) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as reasonably practicable after after, and in any event within twenty (20) business days after, the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Except to the extent expressly permitted by Section 6.2(b), the Proxy Statement shall include the Company Board Recommendation and, unless there has been a Change in Recommendation in accordance with Section 6.2(b), the Company will continue to use its reasonable best efforts to obtain the Requisite Company Vote including the solicitation of proxies therefor. (ii) The Company agrees, as to it will provide Parent and its Subsidiarieslegal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Stockholders Meeting (as defined below) prior to filing such documents with the applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company will consider in good faith for inclusion in the Proxy Statement and such other documents related to the Stockholders Meeting all comments reasonably and promptly proposed by Parent or its legal counsel and the Company agrees that all information relating to Parent and its subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company shall ensure that the Proxy Statement or Information Statement, as the case may be, (A) will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none of the information supplied by it or any of its Affiliates for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at not on the date of mailing it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting, if and Meeting or filed with the SEC (as applicable, ) 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 are made, not misleading. misleading and (bB) The will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, (1) the Company shall afford Purchaser a reasonable opportunity assumes no responsibility with respect to review and comment information supplied in writing by or on behalf of Parent or Merger Sub or their affiliates for inclusion or incorporation by reference in the Proxy Statement (which Parent shall ensure satisfies the requirements of clauses (A)-(B) of the preceding sentence) and (2) Parent, Merger Sub and their respective affiliates assume no responsibility with respect to information supplied in writing by or Information on behalf of the Company or its affiliates for inclusion or incorporation by reference in the Proxy Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if If at any time prior to the Effective Time Stockholders Meeting any information relating to the Company shall obtain Knowledge or Parent, or any of any facts that might make it necessary to amend their respective affiliates, should be discovered by a party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or Information Statement, as the case may be, in order omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading misleading, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to comply with the extent required by applicable Law. The Company agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Law. (iii) The Company shall promptly notify Purchaser Parent of the receipt of all comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall without limiting the generality of the undertakings pursuant to this Section 6.2(e), will (i) promptly provide to Purchaser Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be(ii) provide Parent, its financial advisors and shall provide Purchaser an legal counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) consider in good faith any comments proposed by Parent, its financial advisors and comment on legal counsel and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such amendment, supplement or response meetings that relate to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by PurchaserProxy Statement). Each of Purchaser and the The Company shall use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from by the SEC. To the extent required by applicable Law in the good faith judgment of the Company, and the Company shall, shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement possible after the date the SEC staff advises that it has no further comments thereon or amendment to that the Company may commence mailing the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (civ) In Subject to compliance with the terms of Section 6.2, in connection with any Written Consentdisclosure regarding a Change in Recommendation relating to a Superior Proposal, the Company shall take all actions necessary not be required to complyprovide to Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in), and shall complyor permit Parent or Merger Sub to participate in any discussions with the SEC regarding, the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, in all respectseach case, solely with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery respect to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreementsuch disclosure.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) and in any event within 30 Business Days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement theretoAgreement, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement Proxy Statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”)form. The Company agrees, as to it itself and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none . (b) The Company shall promptly notify Parent of the information supplied by it or any receipt of its Affiliates for inclusion or incorporation by reference in all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or Information supplement thereto or for additional information and shall (i) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) consider in good faith any comments proposed by Parent and its counsel and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such meetings that relate to the Proxy Statement, ). The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as practicable after the case date the SEC staff advises that it has no further comments thereon or that the Company may be, willcommence mailing the Proxy Statement. If, at the date of mailing any time prior to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicableany 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 were are made, not misleading. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on , the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts party that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company discovers such information shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may beother parties hereto, and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and be filed with the SEC with respect and, to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in Law, disseminated to the good faith judgment stockholders of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written ConsentExcept to the extent expressly permitted by Section 6.2(d), the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and Proxy Statement shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this AgreementRecommendation.

Proxy Filing; Information Supplied. (ai) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreementhereof, (i) and in any event within five Business Days after the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement expiration of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Go-Shop Period, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it itself and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (ii) none of the information supplied included by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Meeting, if and as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent expressly permitted by Section 6.2(c), the Proxy Statement shall include the Company Board Recommendation and, unless there has been a Change in Recommendation in accordance with Section 6.2(c), the Company will continue to use its reasonable best efforts to obtain the Requisite Company Vote including the solicitation of proxies therefor. (bii) The Company shall afford Purchaser will provide Parent and its legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement or Information Statement, as and other documents related to the case may be, Stockholders Meeting prior to its filing such documents with the SEC, including any amendments or supplements thereto, applicable Governmental Authority and shall give due consideration mailing such documents to all the reasonable additions, deletions or changes suggested thereto by PurchaserCompany’s stockholders. The Company will consider in good faith for inclusion in the Proxy Statement and such other documents related to the Stockholders Meeting all comments reasonably and promptly advise Purchaser if proposed by Parent or its legal counsel and the Company agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company shall ensure that the Proxy Statement (i) will not on the date it is first mailed to stockholders of the Company and at the time of the 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 to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, (A) the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub or their Affiliates for inclusion or incorporation by reference in the Proxy Statement and (B) Parent, Merger Sub and their respective Affiliates assume no responsibility with respect to information supplied in writing by or on behalf of the Company or its Affiliates for inclusion or incorporation by reference in the Proxy Statement. If at any time prior to the Effective Time Stockholders Meeting any information relating to the Company shall obtain Knowledge or Parent, or any of any facts that might make it necessary to amend their respective Affiliates, should be discovered by a party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or Information Statement, as the case may be, in order omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading misleading, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to comply with the extent required by applicable Law. The Company agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by applicable Law. (iii) The Company shall promptly notify Purchaser Parent of the receipt of all comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall without limiting the generality of the undertakings pursuant to this Section 6.2(f), will (i) promptly provide to Purchaser Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be(ii) provide Parent, its financial advisors and shall provide Purchaser an legal counsel a reasonable opportunity to review the Company’s proposed response to such comments, (iii) consider in good faith any comments proposed by Parent, its financial advisors and comment on legal counsel and (iv) provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC (or portions of any such amendment, supplement or response meetings that relate to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by PurchaserProxy Statement). Each of Purchaser and the The Company shall use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from by the SEC. To the extent required by applicable Law in the good faith judgment of the Company, and the Company shall, shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement possible after the date the SEC staff advises that it has no further comments thereon or amendment to that the Company may commence mailing the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) and in any event within ten days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Agreement, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”"PROXY STATEMENT"). The Company agrees, as to it itself and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (ii) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Meeting, if 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. Parent shall cooperate, and as applicableshall cause Koninklijke Philips Electronics N.V. ("ROYAL PHILIPS") and its Subsidiaries to cooperate, with the Company in preparing the Proxy Statement. Parent agrees that none of the information supplied by it or any Subsidiaries of Royal Philips for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, and in any event within twenty (i20) in business days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement theretoAgreement, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement Proxy Statement in preliminary form relating to the Shareholders Meeting. JAB, Merger Sub and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Company shall cooperate and consult with each other in the preparation of the Proxy Statement”). The Each of JAB and Merger Sub will furnish to the Company agrees, as in a timely manner the information relating to it and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder. Each Party agrees, as promulgated thereunder to it and its Affiliates, that none of the information supplied by it or any of its Affiliates for inclusion or incorporation by reference be set forth in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicable, 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. (b) . The Company shall afford Purchaser not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing JAB a reasonable opportunity to review and comment on thereon (which comments shall be reasonably considered by the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable LawCompany). The Company shall promptly notify Purchaser JAB of the receipt of all comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information information, shall consult with JAB and Merger Sub prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement and shall promptly provide to Purchaser JAB copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the The Company shall use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and to cause the definitive Proxy Statement to be mailed to holders of Shares as promptly as possible after the date the SEC staff advises that it has no further comments thereon or Information that the Company may commence mailing the Proxy Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of If the Company, JAB or Merger Sub become aware of any information relating to themselves or any of their respective Representatives that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then the party that discovers such information shall promptly notify the other party thereof. Thereafter, the Company shall, as shall promptly as reasonably practicable, prepare, file and distribute to its stockholders any include such information in an amendment or supplement or amendment to the Proxy Statement or Information Statement, as filed with the case may beSEC and, if any event appropriate, promptly mail such amendment or supplement to the holders of Shares. The Company shall occur use reasonable best efforts to ensure that requires such actionthe Proxy Statement complies with Section 4.12 and as to form in all material respects with the requirements of the Exchange Act. (cb) In connection with any Written ConsentUnless the board of directors of the Company has made a Change of Recommendation pursuant to Section 6.2(c), the Proxy Statement shall contain the Company Recommendation. The Company shall take all actions necessary include in the Proxy Statement the written opinion of its financial advisor, dated as of the date of this Agreement, that, as of such date subject to complythe assumptions, limitations and shall comply, qualifications in all respects, with the DGCL, including Section 228 and Section 262 thereofsuch written opinion, the certificate Per Share Merger Consideration is fair, from a financial point of incorporation of and bylaws of the Companyview, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company holders of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this AgreementShares.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, and in any event within thirty (i30) in days after the event that the Requisite Stockholder Approval in the form date of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Agreement, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (as defined in Section 6.4) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”)) and, subject to Section 6.2, shall include the Company Recommendation in the Proxy Statement. Each of Parent and the Company shall provide the other with the information contemplated by Section 6.5(c) and shall otherwise reasonably assist and cooperate with the other in connection with any of the actions contemplated by this Section 6.3, including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments in respect thereof received from the SEC. The Company agrees, as to it itself and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (ii) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, if and as applicable, 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. Notwithstanding anything to the contrary in this Section 6.3, 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 a reasonable opportunity to review and comment on such document or response and shall consider such comments in good faith and (ii) promptly provide Parent with a copy of all such filings and responses made with the SEC. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser Parent of the receipt of all any comments from of the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the The Company shall use its reasonable best efforts to promptly to provide responses to the SEC with respect to all comments received on in respect of the Proxy Statement from the SEC and the Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) business days) after the date the SEC staff advises that it has no further comments thereon or Information that the Company may commence mailing the Proxy Statement. If at any time prior to the Stockholders Meeting any event or circumstance relating to the Company or Parent or any of their respective Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, as the case may be, from which, pursuant to the SEC. To Exchange Act, should be set forth in an amendment or a supplement to the extent required by applicable Law in the good faith judgment of the CompanyProxy Statement, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information StatementParent, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, promptly inform the Company shall take all actions necessary to complyother party hereto, and an appropriate amendment or supplement describing such information shall comply, in all respects, be filed with the DGCLSEC and, including Section 228 and Section 262 thereofto the extent required by applicable Law, the certificate of incorporation of and bylaws of disseminated to the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement’s stockholders.

Proxy Filing; Information Supplied. (a1) The Parent and the Company shall prepare promptly prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (together with any supplements or amendments thereto, the “S4 Registration Statement”) to register the Parent Class A Common Stock to be issued pursuant to Merger 1 with the SEC as promptly as practicable and mail in any event no later than 45 days following the date hereof. The S-4 Registration Statement shall include a joint proxy statement to be used for the Company Stockholders Meeting and Parent Stockholders Meeting and a prospectus with respect to the holders issuance of Parent Class A Common Stock pursuant to Merger 1 (the Shares, “Prospectus/Proxy Statement”). Each of Parent and the Company shall use its reasonable best efforts to have the S4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered Prospectus/Proxy Statement to the Company in accordance with Section 6.09, an information statement respective stockholders of the type contemplated Company and Parent. (2) Each of Parent and the Company shall furnish all information as may be reasonably requested by Rule 14c-2 promulgated under the Exchange Act related other party in connection with the actions set forth above and the preparation, filing and distribution of the S-4 Registration Statement and the Prospectus/Proxy Statement. Each of Parent and the Company will advise the other promptly after it receives any request by the SEC for amendment of the Prospectus/Proxy Statement or the S-4 Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Prior to filing the Merger and this Agreement S-4 Registration Statement (such information statement, including or any amendment or supplement thereto, the “Information Statement”) or mailing the Prospectus/Proxy Statement (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the “Proxy Statement”Company and Parent will (i) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). The , (ii) shall include in such document or response all comments reasonably and promptly proposed by the other, and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (3) Each of the Company and Parent agrees, as to it itself and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none of the information supplied or to be supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in (i) the S4 Registration Statement shall, at the time the S4 Registration Statement becomes effective under the Securities Act, 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, and (ii) the Prospectus/Proxy Statement and any amendment or Information Statement, as the case may be, supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company and at Parent to be held in connection with the time of the Stockholders MeetingMergers, if and as applicable, shall 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. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if If at any time prior to the Merger 1 Effective Time any information relating to the Company shall obtain Knowledge or Parent, or any of any facts that might make it necessary to amend 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 either the Proxy S-4 Registration Statement or Information the Prospectus/Proxy Statement, as the case may be, in order so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Law. The Company misleading, the party that discovers such information shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, other party and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall be promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and filed with the SEC with respect and, to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in Law, disseminated to the good faith judgment stockholders of the Company, Company and Parent. (4) Each of Parent and the Company shallwill advise the other, as promptly as reasonably practicableafter it receives notice thereof, prepare, file and distribute to its stockholders of the time when the S-4 Registration Statement becomes effective or any supplement or amendment to has been filed, the Proxy Statement or Information Statementissuance of any stop order, as the case may be, if any event shall occur that requires such action. (c) In suspension of the qualification of the Parent Class A Common Stock issuable in connection with Merger 1 for offering or sale in any Written Consent, jurisdiction. Each of the Company shall take all actions necessary and Parent will use reasonable best efforts to complyhave any such stop order or suspension lifted, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreementreversed or otherwise terminated.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreementhereof, (i) and in any event within five Business Days after the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement expiration of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09Go-Shop Period, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it itself and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (ii) none of the information supplied included by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Meeting, if and as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent expressly permitted by Section 7.2(c), the Proxy Statement shall include the Company Recommendation and, unless there has been a Change of Recommendation in accordance with Section 7.2(c), the Company will continue to use its reasonable best efforts to obtain the Requisite Company Vote including the solicitation of proxies therefor. (b) The Company shall afford Purchaser will provide Parent and its legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement or Information Statement, as and other documents related to the case may be, Stockholders Meeting prior to its filing such documents with the SEC, including any amendments or supplements thereto, applicable Governmental Entity and shall give due consideration mailing such documents to all the reasonable additions, deletions or changes suggested thereto by PurchaserCompany’s stockholders. The Company will consider in good faith for inclusion in the Proxy Statement and such other documents related to the Stockholders Meeting all comments reasonably and promptly advise Purchaser if proposed by Parent or its legal counsel and the Company agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company shall ensure that the Proxy Statement (i) will not on the date it is first mailed to stockholders of the Company and at the time of the 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 to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, (A) the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub or their Affiliates for inclusion or incorporation by reference in the Proxy Statement and (B) Parent, Merger Sub and their respective Affiliates assume no responsibility with respect to information supplied in writing by or on behalf of the Company or its Affiliates for inclusion or incorporation by reference in the Proxy Statement. If at any time prior to the Effective Time Stockholders Meeting any information relating to the Company shall obtain Knowledge or Parent, or any of any facts that might make it necessary to amend their respective Affiliates, should be discovered by a party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that either the Proxy Statement would not include any misstatement of a material fact or Information Statement, as the case may be, in order omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading misleading, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to comply with the extent required by applicable Law. The Company shall promptly notify Purchaser of the receipt of all comments from the SEC with respect agrees to cause the Proxy Statement as so corrected or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall supplemented promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and the SEC be filed with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additionsbe disseminated to its stockholders, deletions or changes suggested thereto by Purchaser. Each of Purchaser in each case as and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such actionLaw. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the Shares, as As promptly as reasonably practicable after the date of this Agreement, Parent shall prepare and file with the SEC the Proxy Statement. Each of Parent and the Company shall use its commercially reasonable efforts to (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that cause the Proxy Statement or Information Statement, as the case may be, will to comply in all material respects with the applicable provisions rules and regulations promulgated by the SEC; and (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. (b) After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by Parent and the Company, Parent shall file the Proxy Statement in definitive form with the SEC in accordance with the rules and regulations under the Exchange Act and mail the rules Proxy Statement to holders of record of Parent Common Stock, as of the record date to be established by the board of directors of Parent. Each of the Company and regulations thereunderParent shall furnish all information concerning such Party and its Affiliates to the other Party, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. The Parent shall promptly notify the Company of the receipt of all comments (written or oral) from the SEC and of any request (written or oral) by the SEC for any amendment or supplement to the Proxy Statement or for additional information and shall promptly provide to the Company copies of all correspondence between it or any of its Representatives and the SEC with respect to the Proxy Statement. Prior to responding to any comments or requests from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response); provided, that Company shall be required to provide any comments on such drafts reasonably promptly (but in no event later than the end of the fifth (5th) Business Day following the Company’s receipt thereof). (c) Each of Parent and the Company will provide its respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Parent Special Meeting or the Parent Stockholder Proposals, prior to filing such documents with the applicable Governmental Entity and mailing such documents to the stockholders of Parent. Each Party agreeswill include in the Proxy Statement and such other documents related to Parent Special Meeting all comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Parent and Merger Sub included in the Proxy Statement shall be in form and content satisfactory to Parent, as acting reasonably, and all information relating to it the Company included in the Proxy Statement shall be in form and its Affiliatescontent satisfactory to the Company, acting reasonably. (d) Each of Parent and the Company shall ensure that none of the information supplied by it or any of on its Affiliates behalf for inclusion or incorporation by reference in the Proxy Statement or Information Statementwill, as the case may be, will, at of the date of mailing the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and Parent Stockholders, at the time of the Stockholders Parent Special Meeting, if and as applicableor at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading. If at any time prior to the Parent Special Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company , Parent shall afford Purchaser a reasonable opportunity promptly transmit to review and comment on its stockholders an amendment or supplement to the Proxy Statement or Information Statementcontaining such information. If, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time Time, the Company shall obtain Knowledge discovers any information, event or circumstance relating to the Company, its Subsidiaries or any of any facts their respective Affiliates, officers, directors or employees that might make it necessary should be set forth in an amendment or a supplement to amend or supplement the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or Information Statement, as the case may be, in order omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Law. The misleading, then the Company shall promptly notify Purchaser inform Parent of such information, event or circumstance and shall promptly provide all information required for Parent to transmit to the receipt holders of all comments from the SEC with respect its capital stock an amendment or supplement to the Proxy Statement or Information Statement, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser copies of all correspondence between the containing such information. (e) The Company and/or any of its Representatives and the SEC with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shallParent, as promptly as reasonably practicable, preparewith all information (including applicable financial statements prepared in accordance with Regulation S-X of the SEC to the extent required by applicable SEC rules and regulations) concerning the Company, file its Subsidiaries and distribute to its stockholders the ECV Operations as required by the SEC or as reasonably requested by Parent for inclusion in the Proxy Statement and any amendment or supplement or amendment to the Proxy Statement or Information Statement, as (if any). The Company shall cause the case may be, if any event shall occur that requires such action. (c) In officers and employees of the Company and its Subsidiaries to be reasonably available to Parent and its counsel in connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws drafting of the Company, Proxy Statement and responding in a timely manner to comments on the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and Proxy Statement from the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this AgreementSEC.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this AgreementAgreement (and in any event within twenty (20) business days of the date hereof), the Proxy Statement in preliminary form (which shall, subject to Section 6.2, include the Company Recommendation). The Company shall, as promptly as reasonably practicable, (ix) in notify Parent of the event that receipt of all comments of the Requisite Stockholder Approval in the form of Written Consent is delivered SEC with respect to the Company in accordance with Section 6.09, an information statement Proxy Statement and of any request by the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including SEC for any amendment or supplement thereto, thereto or for additional information and (y) provide to Parent copies of all correspondence between the “Information Company or any of its Representatives and the SEC with respect to the Proxy Statement”. The Company shall use its commercially reasonable efforts (with the assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and to resolve such comments with the SEC. The Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or (ii) in the event that the Requisite Stockholder Approval in Company may commence mailing the form of Written Consent is Proxy Statement (which shall not delivered to be later than five (5) business days after the date on which the SEC confirms that it has no further comments on the Proxy Statement or that the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to may commence mailing the Merger and this Agreement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”, if the SEC determines to review the Proxy Statement). The Company agreesand Parent each agree, as to it itself and its respective Subsidiaries, that (a) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it thereunder and its Affiliates, that (b) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders shareholders of the Company and or at the time of the Stockholders Meeting, if and as applicable, Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , and each of the Company, Parent and Merger Sub agrees to promptly (bi) The Company shall afford Purchaser a reasonable opportunity to review and comment on correct any information provided by it specifically for use in the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, if and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time extent that such information shall have become false or misleading in any material respect and (ii) supplement the Company shall obtain Knowledge of any facts that might make information provided by it necessary to amend or supplement specifically for use in the Proxy Statement or Information Statement, as the case may be, to include any information that shall become necessary in order to make the statements contained therein in the Proxy Statement, in light of the circumstances under which they were made, not misleading or to comply with applicable Lawmisleading. The Company shall promptly notify Purchaser of the receipt of all comments from the SEC with respect further agrees to cause the Proxy Statement to be so corrected or Information Statementsupplemented, as the case may be, and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and the SEC be filed with respect to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses be mailed to the SEC with respect holders of the Shares, in each case as promptly as reasonably practicable and as and to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable, prepare, file and distribute to its stockholders any supplement or amendment to the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such actionLaw. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreement.

Proxy Filing; Information Supplied. (a) The Company shall prepare and file with the SEC and mail to the holders of the SharesSEC, as promptly as practicable after the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered to the Company in accordance with Section 6.09, an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”) or (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement Stockholders Meeting (as defined in Section 6.4(a)) (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to it and its Subsidiaries, that (i) the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that (ii) none of the information supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or Information Statement, as the case may be, will, at the date of mailing to stockholders of the Company and or at the time of the Stockholders Meeting, if 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. Notwithstanding the foregoing, (i) the Company makes no representation or warranty with respect to the information supplied by or on behalf of Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement and (ii) the Company represents and warrants with respect to any projected financial information provided by it or on its behalf, only that the information was prepared or approved in good faith by the Company’s management on the basis of assumptions believed by the Company’s management to be reasonable as applicableof the time made. Parent agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall afford Purchaser a reasonable opportunity Parent agrees that none of the information supplied by it for inclusion or incorporation by reference in any written material to review and comment on the Proxy Statement or Information Statement, as the case may be, prior be furnished to its filing shareholders of Parent in connection with the SECParent Shareholders’ Meeting (the “Parent Shareholder Meeting Materials”) or any prospectus that Parent would subsequently prepare and file in connection with the Equity Financing (the “Parent Prospectus”) will, including at the date of being put at the disposal of shareholders or investors, contain any amendments untrue statement of a material fact or supplements thereto, and shall give due consideration omit to all the reasonable additions, deletions state any material fact required to be stated therein or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if at any time prior to the Effective Time the Company shall obtain Knowledge of any facts that might make it necessary to amend or supplement the Proxy Statement or Information Statement, as the case may be, in order to make the statements contained therein not misleading or to comply with applicable Law. The Company shall promptly notify Purchaser therein, in light of the receipt of all comments from circumstances under which they were made, not misleading. Notwithstanding the SEC foregoing, Parent makes no representation or warranty with respect to the Proxy Statement information supplied by or Information Statement, as the case may be, and on behalf of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Purchaser copies of all correspondence between the Company and/or or any of its Representatives and the SEC with respect to the Proxy Statement that is contained or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto incorporated by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law reference in the good faith judgment Parent Shareholder Meeting Materials or the Parent Prospectus. The Company agrees that none of the Companyinformation supplied by it for inclusion or incorporation by reference in the Parent Shareholder Meeting Materials or the Parent Prospectus will, at the Company shalldate of being put at the disposal of shareholders or investors, as promptly as reasonably practicable, prepare, file and distribute contain any untrue statement of a material fact or omit to its stockholders state any supplement material fact required to be stated therein or amendment necessary in order to make the Proxy Statement or Information Statement, as the case may be, if any event shall occur that requires such action. (c) In connection with any Written Consent, the Company shall take all actions necessary to comply, and shall complystatements therein, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws light of the Companycircumstances under which they were made, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreementnot misleading.

Proxy Filing; Information Supplied. (a) The Parent and the Company shall prepare promptly prepare, and Parent shall file with the SEC, a registration statement on Form S-4 (together with any supplements or amendments thereto, the “S-4 Registration Statement”) to register the Parent Class A Common Stock to be issued pursuant to Merger 1 with the SEC as promptly as practicable and mail in any event no later than 45 days following the date hereof. The S-4 Registration Statement shall include a joint proxy statement to be used for the Company Stockholders Meeting and Parent Stockholders Meeting and a prospectus with respect to the holders issuance of Parent Class A Common Stock pursuant to Merger 1 (the Shares, “Prospectus/Proxy Statement”). Each of Parent and the Company shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the date of this Agreement, (i) in the event that the Requisite Stockholder Approval in the form of Written Consent is delivered Prospectus/Proxy Statement to the Company in accordance with Section 6.09, an information statement respective stockholders of the type contemplated Company and Parent. (b) Each of Parent and the Company shall furnish all information as may be reasonably requested by Rule 14c-2 promulgated under the Exchange Act related other party in connection with the actions set forth above and the preparation, filing and distribution of the S-4 Registration Statement and the Prospectus/Proxy Statement. Each of Parent and the Company will advise the other promptly after it receives any request by the SEC for amendment of the Prospectus/Proxy Statement or the S-4 Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Prior to filing the Merger and this Agreement S-4 Registration Statement (such information statement, including or any amendment or supplement thereto, the “Information Statement”) or mailing the Prospectus/Proxy Statement (ii) in the event that the Requisite Stockholder Approval in the form of Written Consent is not delivered to the Company in accordance with Section 6.09, a proxy statement in preliminary form relating to the Merger and this Agreement (such proxy statement, including or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the “Proxy Statement”Company and Parent will (i) provide the other with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). The , (ii) shall include in such document or response all comments reasonably and promptly proposed by the other, and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Each of the Company and Parent agrees, as to it itself and its Subsidiaries, that the Proxy Statement or Information Statement, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each Party agrees, as to it and its Affiliates, that none of the information supplied or to be supplied by it or any of its Affiliates Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement shall, at the time the S-4 Registration Statement becomes effective under the Securities Act, 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, and (ii) the Prospectus/Proxy Statement and any amendment or Information Statement, as the case may be, supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company and at Parent to be held in connection with the time of the Stockholders MeetingMergers, if and as applicable, shall 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. (b) The Company shall afford Purchaser a reasonable opportunity to review and comment on the Proxy Statement or Information Statement, as the case may be, prior to its filing with the SEC, including any amendments or supplements thereto, and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. The Company will promptly advise Purchaser if If at any time prior to the Merger 1 Effective Time any information relating to the Company shall obtain Knowledge or Parent, or any of any facts that might make it necessary to amend 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 either the Proxy S-4 Registration Statement or Information the Prospectus/Proxy Statement, as the case may be, in order so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements contained therein therein, in light of the circumstances under which they were made, not misleading or to comply with applicable Law. The Company misleading, the party that discovers such information shall promptly notify Purchaser of the receipt of all comments from the SEC with respect to the Proxy Statement or Information Statement, as the case may be, other party and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall be promptly provide to Purchaser copies of all correspondence between the Company and/or any of its Representatives and filed with the SEC with respect and, to the Proxy Statement or Information Statement, as the case may be, and shall provide Purchaser an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Purchaser. Each of Purchaser and the Company shall use its reasonable best efforts promptly to provide responses to the SEC with respect to all comments received on the Proxy Statement or Information Statement, as the case may be, from the SEC. To the extent required by applicable Law in Law, disseminated to the good faith judgment stockholders of the Company, Company and Parent. (d) Each of Parent and the Company shallwill advise the other, as promptly as reasonably practicableafter it receives notice thereof, prepare, file and distribute to its stockholders of the time when the S-4 Registration Statement becomes effective or any supplement or amendment to has been filed, the Proxy Statement or Information Statementissuance of any stop order, as the case may be, if any event shall occur that requires such action. (c) In suspension of the qualification of the Parent Class A Common Stock issuable in connection with Merger 1 for offering or sale in any Written Consent, jurisdiction. Each of the Company shall take all actions necessary and Parent will use reasonable best efforts to complyhave any such stop order or suspension lifted, and shall comply, in all respects, with the DGCL, including Section 228 and Section 262 thereof, the certificate of incorporation of and bylaws of the Company, the Exchange Act, including Regulation 14C and Schedule 14C promulgated thereunder, and the rules and regulations of NASDAQ, and shall include the notice required by Section 262(d)(2) of the DGCL in the Information Statement. For the avoidance of doubt, the signing, dating and delivery to the Company of the Written Consent in accordance with Section 228 of the DGCL shall constitute the obtaining of the Requisite Stockholder Approval for all purposes under this Agreementreversed or otherwise terminated.