Common use of Proxy Statement; Shareholders Meeting Clause in Contracts

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, XETA shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will not contain an untrue statement of a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable Until the Requisite Shareholder Approval is obtained, the Company agrees to use commercially reasonable efforts to, in compliance with applicable Law, the Articles of Incorporation and Bylaws and the rules of the NYSE, seek the Requisite Shareholder Approval. Without limiting the generality of the foregoing, (i) the Company shall prepare and distribute a proxy statement soliciting the Requisite Shareholder Approval to the Company’s shareholders in connection with each shareholder meeting following the date of this Agreement and (ii) in the event that the Requisite Shareholder Approval is not obtained at the first annual shareholder meeting of the Company following the date of this Agreement, XETA the Company shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof engage a proxy solicitation service provider (at its own expense) to assist in obtaining the Requisite Shareholder Approval and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing thereafter call a special meeting to request the Requisite Shareholder Approval. Subject to Section 2.08, the Company shall include in each such proxy statement the recommendation of the Board that the shareholders grant the Requisite Shareholder Approval. The Board shall continue to convene meetings of the shareholders of the Company on a basis no less frequent than two times per annum (including special meetings and the regularly scheduled annual meetings) for the purposes of obtaining, and, subject to Section 2.08, continue to recommend that the shareholders of the Company grant, the Requisite Shareholder Approval until the earlier of (i) the receipt of the Requisite Shareholder Approval and (ii) the date all shares of Preferred Stock held by the Investor or any of its permitted transferees pursuant to Section 5.01 are redeemed in accordance with the SECCertificate of Designation. (b) If at any time prior to The Investor shall provide the Effective Time any event occurs that is required to be set forth Company such information as the Company may reasonably request in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate connection with the Parent Parties preparation and distribution of any proxy statement in preparing such amendment or supplement to connection with a shareholder meeting at which the Requisite Shareholder Approval will be filed with the SEC. XETA sought, and shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the correct any information provided supplied by it for inclusion in any such proxy statement if and to the Proxy Statement and each amendment or supplement theretoextent any such information previously provided shall, at the time of delivery thereof and at the time of the XETA Shareholders’ Meetingthat time, will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) Subject to Section 5.2(b), the Company shall, as soon as reasonably practical after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment or postponement thereof (the “Company Shareholders Meeting”) for the purpose of obtaining the Shareholder Approval; provided, however, that the Company shall be under no obligation to mail the Proxy Statement prior to the start of the No-Shop Period Start Date. The Company shall, through the Board of Directors of the Company or any committee thereof (including the Special Committee), but subject to the right of the Board of Directors of the Company or any committee thereof to make a Company Adverse Recommendation Change pursuant to Section 5.3, provide the Board Recommendation and shall include the Board Recommendation in the Proxy Statement, and, unless there has been a Company Adverse Recommendation Change, the Company shall use all reasonable lawful action to solicit the Shareholder Approval. The Company shall provide Parent with such information with respect to the solicitation of the Shareholder Approval as is reasonably requested by Parent. (b) As soon as reasonably practicable following the date of this Agreementhereof (and in any event within 20 Business Days), XETA (i) the Company shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish the Company and Parent shall prepare the Schedule 13E-3, (ii) Parent shall promptly provide to XETA in writing the Company any information relating to each of the Parent Parties required to be set forth for inclusion in the Proxy Statement and the Schedule 13E-3 and shall promptly provide such other assistance in the preparation thereof as may be reasonably requested by the Exchange ActCompany from time to time and (iii) the Company shall file the Proxy Statement and the Schedule 13E-3 with the SEC. XETA The Company shall thereafter use its reasonable best efforts to resolverespond (with the assistance of, and each party agrees after consultation with, Parent) as promptly as practicable to consult and cooperate with any comments of the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and the Schedule 13E-3 and to cause the Proxy Statement in definitive form to be mailed to the shareholders of the Company as promptly as practicable after (x) responding to all such comments to the satisfaction of the SEC and (y) the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders, provided, however, that the Company shall be under no obligation to mail the Proxy Statement prior to the start of the No-Shop Period Start Date. The Company shall promptly notify the Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and delivered the Schedule 13E-3, and shall provide the Parent with copies of all correspondence between the Company and its Representatives on the one hand, and the SEC on the other hand, with respect to holders the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. In the event that the Company receives any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3, the Parent shall promptly provide to the Company, upon receipt of Common Shares notice from the Company, any information required for inclusion in the response of the Company to such comments or such request and holders shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company from time to time. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or the Schedule 13E-3 (including any amendment or supplement to the Proxy Statement or Schedule 13E-3) or responding to any comments of Options as promptly as the SEC with respect thereto, the Company shall provide the Parent with a reasonable opportunity to review and comment on such documents or responses and shall include in such documents or responses comments reasonably practicable following filing with proposed by the SEC. (b) If Parent. If, at any time prior to the Effective Time Company Shareholders Meeting, any event occurs that is required information relating to the Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by the Parent or the Company, respectively, which should be set forth in an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible andapplicable, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure so that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement theretoSchedule 13E-3, at the time of delivery thereof and at the time of the XETA Shareholders’ Meetingas applicable, will shall not contain an any untrue statement of a material fact or omit to state a 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. (d) XETA will not , the Parent or the Company, as the case may be, shall promptly notify the other, and to the extent required by applicable Law, the Company shall file the Proxy Statement and any an appropriate amendment or supplement thereto describing such information promptly with the SEC without providing and disseminate such amendment or supplement its shareholders, as applicable. All documents that the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that Company is responsible for filing in connection with a Change the transactions contemplated hereby will comply as to form and substance in all material respects with the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting applicable requirements of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement Exchange Act and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxiesother applicable Laws. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) As soon Until the Requisite Shareholder Approval is obtained, the Company agrees to use its reasonable best efforts to, in compliance with applicable Law, the Articles of Incorporation and Bylaws and the rules of the NYSE, seek the Requisite Shareholder Approval. Without limiting the generality of the foregoing, if the Required Shareholder Approval is not obtained at the Shareholders Meeting (as reasonably practicable defined in the Acquisition Agreement), the Company shall prepare and distribute a proxy statement soliciting the Requisite Shareholder Approval to the Company’s shareholders in connection with each shareholder meeting following the date of this AgreementAgreement and, XETA shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of event that the Proxy Statement and will furnish to XETA in writing Requisite Shareholder Approval is not obtained at any such shareholder meeting, the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof engage a proxy solicitation service provider (at its own expense) to assist in obtaining the Requisite Shareholder Approval and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with thereafter call a special meeting to request the SECRequisite Shareholder Approval. Subject to Section 2.07, the Company shall include in each such proxy statement the recommendation of the Board that the shareholders grant the Requisite Shareholder Approval. The Board shall continue to convene meetings of the shareholders of the Company on a basis no less frequent than two times per annum (including special meetings and the regularly scheduled annual meetings) for the purposes of obtaining, and, subject to Section 2.07, continue to recommend that the shareholders of the Company grant the Requisite Shareholder Approval until the receipt of the Requisite Shareholder Approval. (b) If at any time prior to The Investor shall provide the Effective Time any event occurs that is required to be set forth Company such information as the Company may reasonably request in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate connection with the Parent Parties preparation and distribution of any proxy statement in preparing such amendment or supplement to connection with a shareholder meeting at which the Requisite Shareholder Approval will be filed with the SEC. XETA sought, and shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the correct any information provided supplied by it for inclusion in any such proxy statement if and to the Proxy Statement and each amendment or supplement theretoextent any such information previously provided shall, at the time of delivery thereof and at the time of the XETA Shareholders’ Meetingthat time, will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable Promptly following the date Closing the Company shall take all action necessary to call a meeting of this Agreementits shareholders (the “Shareholders Meeting”) for the purpose of seeking approval of the Company’s shareholders for the Reverse Split (the “Proposal”). In connection therewith, XETA shall the Company will promptly prepare and file with the SEC the proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly file definitive proxy materials with the SEC and Canadian securities authorities and mail such proxy materials to the shareholders of the Company. Abiomed and each Investor shall promptly furnish in writing to the Company such information relating to it and its investment in the XETA Shareholders’ Meeting Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder and with applicable provisions of Canadian securities laws and the Canada Business Corporations Act in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”)) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, which and the Proxy Statement shall comply in all material respects with not, on the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of date that the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt (or any amendment thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and ) is first mailed to shareholders or at the time of the XETA Shareholders’ Shareholders Meeting, will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereinmade therein not false or misleading, or omit to state any material fact necessary to correct any statement in light of the circumstances under which they were made, not misleading. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto earlier communication with the SEC without providing the Parent Parties with a reasonable opportunity respect to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the contrary contained in this AgreementShareholders Meeting, XETA, after consultation with Parent and subject any event relating to the approval Company or any of the Parent Parties (which approval shall not its Subsidiaries or any of their respective affiliates, officers or directors that is required to be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines set forth in good faith that additional time is necessary to ensure that any required a supplement or amendment to the Proxy Statement is properly delivered Statement, in addition to the holders of Common SharesCompany’s obligations under the 1934 Act, the Company will promptly inform Abiomed and the Investors thereof. (iib) as Promptly following the conclusion of the time for which Shareholders Meeting, the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum Company shall take all action necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Laweffect the Reverse Split and shall notify Abiomed and each Investor when the Reverse Split becomes effective.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable Promptly following the date execution and delivery of this AgreementAgreement the Company shall use its commercially reasonable best efforts to call and hold a meeting of its shareholders (the “Shareholders Meeting”) not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”), XETA shall for the purpose of seeking approval of the Company’s shareholders for (i) the Migratory Merger and (ii) the Reverse Split (collectively, the “Proposals”). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the XETA Shareholders’ Meeting Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”)) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, which and the Proxy Statement shall comply in all material respects with not, on the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of date that the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt (or any amendment thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and ) is first mailed to shareholders or at the time of the XETA Shareholders’ Shareholders Meeting, will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereinmade therein not false or misleading, or omit to state any material fact necessary to correct any statement in light of the circumstances under which they were made, not misleading. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto earlier communication with the SEC without providing the Parent Parties with a reasonable opportunity respect to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the contrary contained in this AgreementShareholders Meeting, XETA, after consultation with Parent and subject any event relating to the approval Company or any of the Parent Parties (which approval shall not its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines set forth in good faith that additional time is necessary to ensure that any required a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Directors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s shareholders that the shareholders vote in favor of the Proposals (the “Company Board Recommendation”) and take all commercially reasonable action to solicit the approval of the shareholders for the Proposals unless the Board of Directors shall have modified, amended or withdrawn the Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw the Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining the Company Board Recommendation would violate its fiduciary duty to the Company’s shareholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws the Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with Nevada law and the provisions of its Articles of Incorporation and Bylaws, (i) take all action necessary to convene the Shareholders Meeting as promptly as practicable, but no later than the Shareholders Meeting Deadline, to consider and vote upon the approval of the Proposals and (ii) submit the Proposals at the Shareholders Meeting to the shareholders of the Company for their approval. (c) No later than two Business Days after receipt of the Shareholder Approval, the Company shall effect the Migratory Merger and the Reverse Split (such date, the “Recap Deadline”). (d) If (i) a preliminary Proxy Statement is properly delivered to not filed with the holders of Common SharesSEC on or before the Proxy Filing Deadline, (ii) as of the time for which the XETA Shareholders’ Shareholders Meeting is originally scheduled (as set forth in not held on or before the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, Shareholders Meeting Deadline or (iii) reasonably determined the Migratory Merger and the Reverse Split are not effected on or before the Recap Deadline (each, an “Event” and the date on which such Event first occurs, the “Event Date”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by XETA such Investor for each 30-day period or pro rata for any portion thereof following the Event Date until the related Event is cured. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be required under Applicable Lawmade to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.

Proxy Statement; Shareholders Meeting. (a) As Company shall (i) as soon as reasonably practicable following the execution of this Agreement (but in no event later than 15 Business Days after the date of this Agreement), XETA shall prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC the proxy statement relating and thereafter mail to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of its shareholders the Proxy Statement and will furnish to XETA all other proxy materials required in writing connection with the information relating to each Shareholders Meeting, (ii) notify Parent and Merger Sub of the Parent Parties required to be set forth in receipt of any comments of the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly as practicable after receipt thereof provide to Parent and Merger Sub copies of all correspondence between Company or any of its Representatives and the SEC, (iii) give Parent and Merger Sub and their counsel the opportunity to cause review the Proxy Statement prior to its being filed with the SEC and give Parent and Merger Sub and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC (and, in definitive form each such case, give reasonable consideration to be cleared any comments made by Parent or its Representatives), (iv) subject to Section 5.3(b) and the right of Company to terminate this Agreement as provided in Section 7.1(d)(ii), use its commercially reasonable efforts to obtain the Shareholder Approval and (v) set a record date for the Shareholders Meeting as early as practicable following the clearance of the Proxy Statement by the SEC or a determination by the SEC not to review the Proxy Statement and delivered otherwise to holders of Common Shares comply with all legal requirements applicable to the Shareholders Meeting. Parent and holders of Options as promptly as Merger Sub will use commercially reasonable efforts to deliver to Company all information reasonably practicable following filing with requested by Company for inclusion in the SEC. (b) Proxy Statement. If at any time prior to the Effective Time any event occurs that is required information relating to Company or Parent, or any of their respective directors or officers, become known by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure so that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will would not contain an untrue statement include any misstatement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of Company. (db) XETA will not file Company shall, as promptly as reasonably practicable after the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provideddate hereof, that in connection with a Change in the XETA Recommendation made take all action necessary in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Florida Law and XETA’s certificate of incorporation the Company Charter and bylaws, the Company Bylaws to (i) duly call, give notice of, convene and (ii) hold an annual or special a meeting of the holders of Common Shares its shareholders (the “XETA Shareholders’ Shareholders Meeting”) as soon promptly as reasonably practicable following execution clearance by the SEC of this Agreement the Proxy Statement solely for the purpose of obtaining the holders Shareholder Approval. Except in the case of Common Shares adopting an Adverse Recommendation Change specifically permitted by requisite vote Section 5.2(b), Company, through the Company Board, shall (x) recommend to Company’s shareholders that they adopt this Agreement and (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), y) include such recommendation in the Proxy Statement and use Statement. Without limiting the generality of the foregoing, Company agrees that its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything obligations pursuant to the contrary contained first sentence of this Section 5.3(b) shall not be affected by the commencement, public proposal, public disclosure or communication to Company or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change; provided, that the foregoing shall not prohibit (i) Company, if it has complied with the provisions of Section 5.2 and this Section 5.3, from delaying the holding of the Shareholders Meeting, for such time as is necessary for the Company Board to consider the possible need for an Adverse Recommendation Change (and no such delay shall be deemed to be an Adverse Recommendation Change), but only in this Agreementthe event that, XETAand only to the extent that, the Company Board (after consultation with Parent outside legal counsel) has determined that the failure to so delay would reasonably be expected to result in a breach of its fiduciary duties under Florida Law (ii) accurate disclosure in the Proxy Statement or otherwise (and subject no such disclosure shall, in and of itself, be deemed to be an Adverse Recommendation Change) of factual information regarding the business, financial condition or results of operations of Company or the fact that an Acquisition Proposal has been made, the identity of the Person making such proposal or the material terms of such proposal to the approval of extent the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA Company Board determines in good faith (after consultation with outside counsel) that additional time is necessary to ensure that any such information, facts, identity or terms are required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required disclosed under Applicable applicable Law.

Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the date execution of this Agreement, XETA the Seller shall prepare and file with provide to the SEC Buyer for its comments a document or documents that will constitute the proxy statement with respect to this Agreement relating to the XETA Shareholders’ ' Meeting (together with any amendments thereto, the “"Proxy Statement”"). After the Buyer has been afforded a reasonable opportunity to review and comment on the Proxy Statement, which the Seller shall file the Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable LawSEC. The Parent Parties will cooperate and consult with XETA in the preparation Copies of the Proxy Statement and will furnish shall be provided to XETA Nasdaq in writing accordance with its rules. The Seller shall notify the information relating to each Buyer of the Parent Parties required to be set forth in receipt of any comments from the SEC on the Proxy Statement and of any requests by the Exchange ActSEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between the Seller or any of their representatives and advisors and the SEC. XETA The Seller shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive to comply as to form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing substance with the SECapplicable requirements of (i) the Securities Exchange Act of 1934, (ii) the Securities Act (iii) the rules and regulations of Nasdaq and (iv) New York Business Corporation Law. (b) If at any time prior The Proxy Statement shall include, with respect to the Effective Time any event occurs Seller and its shareholders, the approval and adoption of this Agreement and the transactions contemplated hereby and the recommendation of the board of directors of the Seller to the Seller's shareholders that is required to be set forth they vote in an favor of approval of this Agreement and the transactions contemplated hereby. (c) No amendment or supplement to the Proxy Statement shall be made without the Buyer being afforded a reasonable opportunity to review and comment on the amendments and/or supplements to the Proxy Statement. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) None of the information supplied by the Seller or the Company for inclusion or incorporation by reference in the Proxy Statement, XETA will promptly inform at the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be respective times filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment SEC or supplement to be filed as promptly as possible other regulatory agency and, if requiredin addition, deliver such amendment or supplement to in the holders case of the Common Shares and holders of Options. (c) Each Proxy Statement, at the date it or any amendments or supplements thereto are mailed to shareholders of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement theretoSeller, at the time of delivery thereof the Shareholders' Meeting and at the time of the XETA Shareholders’ MeetingClosing, will not shall contain an any untrue statement of a material fact or omit to state a 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. (d) XETA will not file . If at any time prior to the Closing Date any event or circumstance relating to the Seller or the Company, or their respective officers or directors, should be discovered that should be set forth in an amendment or a supplement to the Proxy Statement and any amendment or supplement thereto with Statement, the SEC without providing Seller shall promptly inform the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA RecommendationBuyer. (e) XETAThe Seller shall call and hold the Shareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and transactions contemplated hereby pursuant to the Proxy Statement, acting through and the XETA Board Seller shall use all reasonable efforts to hold the Shareholders' Meeting as soon as practicable. Subject to Section 4.18, the board of Directors, shall, in accordance with Applicable directors of the Seller shall recommend to the Seller's stockholders the approval and adoption of this Agreement and the transactions contemplated hereby (the "Recommendations"). The Seller shall take all other action necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and XETA’s Seller's certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting bylaws to effect the transactions contemplated by this Agreement. The Seller shall use all reasonable efforts to solicit from its shareholders proxies in favor of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution approval and adoption of this Agreement pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the New York Business Corporation Law or applicable other requirements of Nasdaq to obtain such approval, including any necessary adjournments in order to obtain the requisite number of proxies. Subject to the right of the Seller to terminate this Agreement set forth in Sections 6.1 and 4.18 hereof, the Seller shall call and hold the Shareholders' Meeting for the purpose of voting upon the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the approval and adoption of this Agreement whether or not the Seller's board of directors at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything any time subsequent to the contrary contained in date hereof determines that this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned Agreement is no longer advisable or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith recommends that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable LawSeller's shareholders reject it.

Proxy Statement; Shareholders Meeting. (a) As If required by the Company’s certificate of incorporation or applicable law in order to consummate the Merger, the Company Board shall, in accordance 369958_13 with applicable law and upon Parent’s written request, duly call, give notice of, convene, and hold a special meeting of its shareholders as soon as reasonably practicable following request thereof for the date purposes of considering and taking action upon this Agreement. If required by applicable Law, XETA shall Parent and the Company will cooperate and promptly prepare and Purchaser will file with the SEC as soon as practicable after the proxy statement relating to Offer Completion Date the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties promptly thereafter will cooperate and consult with XETA in the preparation of mail the Proxy Statement and to the Shareholders. Any Proxy Statement will furnish to XETA in writing contain the information relating to each recommendation of the Parent Parties required Company Board that the Shareholders approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to be set forth in mail the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof Shareholders until Parent confirms that the information provided by Parent and to cause the Proxy Statement in definitive form Purchaser continues to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) accurate. If at any time prior to the Effective Time Company Shareholders Meeting any event occurs or circumstance relating to the Company or any of its Subsidiaries or Affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in an amendment or a supplement to any Proxy Statement, the Company will promptly inform Purchaser to supplement such Proxy Statement and mail such supplement to the Proxy Statement, XETA will promptly inform Shareholders. Notwithstanding the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible andforegoing, if required, deliver such amendment Purchaser or supplement to the holders any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Shares and holders of Options. (c) Each of Stock, the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement theretoparties shall, at the time request of delivery thereof Parent, take all necessary and at appropriate action to cause the time Merger to become effective as soon as practicable after the expiration of the XETA Shareholders’ Meeting, will not contain an untrue statement of Offer without a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made stockholders meeting in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting 253 of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxiesDGCL. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) As Company, acting through its Board of Directors, shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of the holders of Company Common Stock for the purpose of considering and taking action upon this Merger Agreement (the “Special Meeting”) as soon as reasonably practicable following the date of this Agreement, XETA shall hereof; (ii) prepare and file with the SEC the distribute a proxy statement relating to solicit the XETA Shareholders’ proxies of the Company Shareholders for purposes of the Special Meeting (the “Proxy Statement”), which ) and shall provide Parent and its legal counsel a reasonable opportunity to review and comment upon such Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish prior to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect distribution; (iii) recommend to the Proxy Statement as promptly as practicable after receipt thereof Company Shareholders the adoption of this Merger Agreement and to cause the Proxy Statement Merger and shall include such recommendation in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform unless the Parent Parties Board of such occurrence Directors determines, after consultation with its outside legal counsel and cooperate with the Parent Parties in preparing such amendment or supplement independent financial advisors, that to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders do so would constitute a breach of the Common Shares and holders fiduciary duties of Options.the Board of Directors under applicable Law; and (civ) Each of the Parent Parties and XETA shall ensure that the all information provided by it for inclusion included in the Proxy Statement and each amendment any other materials distributed by Company to the holders of Company Common Stock in connection with the Special Meeting or supplement thereto, at this Merger Agreement (other than the time of delivery thereof information regarding Parent and at the time of the XETA Shareholders’ Meeting, will Merger Sub specifically supplied by Parent in writing for inclusion in such materials) does not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein in such materials or necessary in order to make the statements thereinin such materials, in light of the circumstances under which they were made, not misleading. (db) XETA will not file Parent shall provide Company with all information concerning Parent and Merger Sub necessary for inclusion in the Proxy Statement and any amendment or supplement thereto with other materials distributed by Company to the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that holders of Company Common Stock in connection with a Change in the XETA Recommendation made in accordance Special Meeting or this Merger Agreement, including all information required to be disclosed with Section 5.3(b), XETA may amend or supplement the Proxy Statement respect to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law Parent and XETA’s certificate of incorporation Merger Sub pursuant to applicable federal and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement state securities Laws. Parent shall ensure that all information provided by Parent for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation inclusion in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered other materials distributed by Company to the holders of Company Common SharesStock in connection with the Special Meeting or this Merger Agreement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated in such materials or necessary in order to make the statements in such materials, (ii) as in light of the time for circumstances under which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meetingthey were made, or (iii) reasonably determined by XETA to be required under Applicable Lawnot misleading.

Proxy Statement; Shareholders Meeting. (a) As soon In accordance with the NCBCA, the articles of incorporation and the bylaws of the Company, the Exchange Act, and any applicable rules and regulations of NYSE, the Company, in consultation with Parent, shall as promptly as reasonably practicable following the date of this Agreement, XETA shall prepare and file with for the SEC purpose of obtaining the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will not contain an untrue statement of a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylawsRequisite Company Vote, duly set a record date for, call, give notice of, convene and hold an annual or a special meeting of shareholders of the holders of Common Shares Company (the “XETA Shareholders’ Shareholders Meeting”) as soon promptly as reasonably practicable following execution the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the board of directors of the Company after consultation with Parent regarding such dates). Subject to the terms of this Agreement for Agreement, the purpose board of directors of the holders Company shall recommend that the shareholders of Common Shares adopting by requisite the Company vote this Agreement (in favor of approval of the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend Merger and the adoption of this Agreement at Agreement. The Company shall comply with the XETA Shareholders’ Meeting (NCBCA, the “XETA Recommendation”)articles of incorporation and bylaws of the Company, include such recommendation the Exchange Act and the rules and regulations of NYSE in connection with the Shareholders Meeting, including preparing and delivering the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything to the contrary contained in Company’s shareholders as required pursuant to the Exchange Act and Section 6.4(b) below. Subject to the terms of this Agreement, XETA, after consultation with Parent and subject the Company shall use its commercially reasonable efforts to solicit (or cause to be solicited) from its shareholders proxies constituting the approval of the Parent Parties (which approval Requisite Company Vote. The Company shall not be unreasonably withheldchange the date of, conditioned postpone or delayed)adjourn the Shareholders Meeting without the consent of Parent; provided that, without Parent’s consent, the Company may adjourn or postpone the XETA Shareholders’ Shareholders Meeting if no more than two times (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered provided to the holders Company’s shareholders within a reasonable amount of Common Sharestime in advance of the Shareholders Meeting, (ii) to allow reasonable additional time to solicit from its shareholders proxies in favor of approval of the Merger and the adoption of this Agreement or (iii) if as of the time for which the XETA Shareholders’ Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting or to the extent that at such meetingtime the Company has not received proxies sufficient to allow the receipt of the Requisite Company Vote at the Shareholders Meeting; provided that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than thirty days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent. Parent may cause the Company to postpone or adjourn the Shareholders Meeting by prior written notice to the Company once for a period of no longer than ten business days if Parent believes in good faith that additional time is required to solicit shareholder proxies in favor of approval of the Merger and the adoption of this Agreement. (iiib) As promptly as reasonably determined by XETA practicable following the date of this Agreement or such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed), the Company, with the assistance of Parent, shall prepare, and the Company shall file with the SEC, the preliminary Proxy Statement and any amendments or supplements thereto in form and substance reasonably satisfactory to each of the Company and Parent relating to the Merger and the transactions contemplated hereby. Subject to the terms of this Agreement, the Proxy Statement shall reflect the Company Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy Statement, and shall obtain all necessary consents of the Company’s financial advisor to permit the Company to include in the Proxy Statement, in its entirety, the fairness opinion described in Section 4.3, together with a summary thereof. Parent shall cooperate with the Company in the preparation of the preliminary Proxy Statement and the definitive Proxy Statement and shall furnish to the Company the information relating to it and Merger Sub required under Applicable by the Exchange Act. The Company shall use its commercially reasonable efforts, after consultation with Parent, to respond as promptly as practicable to any comments of the SEC and to cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable time. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as, and to the extent, required by applicable Law. The Company shall promptly provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from the SEC or its staff (including any request by the SEC or its staff for any amendments or supplements to the preliminary Proxy Statement or the definitive Proxy Statement), and the Company and Parent shall cooperate in filing with the SEC or its staff, and if required, the Company shall mail to its shareholders, as promptly as reasonably practicable, such amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Proxy Statement shall comply in all material respects with all applicable requirements of Law.

Proxy Statement; Shareholders Meeting. (a) As If required by the Company’s certificate of incorporation or applicable law in order to consummate the Merger, the Company Board shall, in accordance with applicable law and upon Parent’s written request, duly call, give notice of, convene, and hold a special meeting of its shareholders as soon as reasonably practicable following request thereof for the date purposes of considering and taking action upon this Agreement. If required by applicable Law, XETA shall Parent and the Company will cooperate and promptly prepare and Purchaser will file with the SEC as soon as practicable after the proxy statement relating to Offer Completion Date the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties promptly thereafter will cooperate and consult with XETA in the preparation of mail the Proxy Statement and to the Shareholders. Any Proxy Statement will furnish to XETA in writing contain the information relating to each recommendation of the Parent Parties required Company Board that the Shareholders approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to be set forth in mail the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof Shareholders until Parent confirms that the information provided by Parent and to cause the Proxy Statement in definitive form Purchaser continues to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) accurate. If at any time prior to the Effective Time Company Shareholders Meeting any event occurs or circumstance relating to the Company or any of its Subsidiaries or Affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in an amendment or a supplement to any Proxy Statement, the Company will promptly inform Purchaser to supplement such Proxy Statement and mail such supplement to the Proxy Statement, XETA will promptly inform Shareholders. Notwithstanding the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible andforegoing, if required, deliver such amendment Purchaser or supplement to the holders any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Shares and holders of Options. (c) Each of Stock, the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement theretoparties shall, at the time request of delivery thereof Parent, take all necessary and at appropriate action to cause the time Merger to become effective as soon as practicable after the expiration of the XETA Shareholders’ Meeting, will not contain an untrue statement of Offer without a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made stockholders meeting in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting 253 of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxiesDGCL. (f) Notwithstanding anything to the contrary contained in this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Law.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, XETA The Company shall prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and in any event within twenty-five (25) Business Days), a proxy statement statement, in preliminary form, relating to the XETA Shareholders’ Shareholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”), which . The Company agrees that the Proxy Statement shall will comply in all material respects with the applicable provisions of the Exchange Act, all applicable SEC Rules Act and Applicable Lawthe rules and regulations thereunder. The Parent Parties will cooperate fees and consult expenses incurred in connection with XETA in the preparation filing, printing and mailing of the Proxy Statement and shall be paid by the Company. As promptly as practicable after the date of this Agreement, Parent will furnish or cause to XETA in writing be furnished to the Company the information relating to each of the Parent Parties required and its Subsidiaries to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and otherwise cooperate with the other parties Company in resolvingthe preparation of the Proxy Statement. Without limiting the foregoing, all SEC comments with respect to the Company shall not file the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at or any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement thereto) without first providing Parent a reasonable opportunity to review and propose comments thereon (which comments shall be considered in good faith by the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SECCompany). XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Company and Parent Parties and XETA shall ensure that the agree to correct any information provided by it for inclusion in the Proxy Statement and each amendment it becomes aware was when provided, or supplement theretoshall have become, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will not contain an untrue statement of a material fact false or omit to state a 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. (db) XETA will not file 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 provide Parent with copies of all written correspondence between the SEC without providing Company and its Representatives, on the Parent Parties with a reasonable opportunity one hand, and the SEC, on the other hand, relating to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”any amendments or supplements thereto). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement Company and Parent shall each use its reasonable best efforts to obtain promptly provide responses to the XETA Shareholder ApprovalSEC with respect to all comments received on the Proxy Statement from the SEC, including and the solicitation of proxiesCompany shall use its reasonable best efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (fc) Notwithstanding anything to The Company will take, in accordance with applicable Law, the contrary contained in this AgreementCompany Articles of Incorporation and the Company Bylaws, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is all action necessary to ensure that any required supplement or amendment to duly call and convene a meeting of holders of Shares (the “Shareholders Meeting”) as promptly as practicable after the clearance of the Proxy Statement is properly delivered by the SEC (and in any event within 45 days thereof), to consider and vote upon the holders adoption of Common Sharesthis Agreement. Subject to Section 5.02, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth Company Board shall recommend such adoption in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) Statement and shall take all lawful action to constitute a quorum necessary to conduct business at solicit such meeting, or (iii) reasonably determined by XETA to be required under Applicable Lawadoption of this Agreement.

Proxy Statement; Shareholders Meeting. (a) As soon promptly as reasonably practicable following after the execution of this Agreement, but in no event more than ten (10) Business Days after the date of this Agreement, XETA Seller shall prepare and file with the SEC the a proxy statement relating to in accordance with the XETA Shareholders’ Meeting rules, regulations and requirements of the Exchange Act (together with any amendments thereof or supplements thereto, the “Proxy Statement”), which ) in preliminary form (provided that Buyer and its counsel will be given reasonable opportunity to review and comment on the Proxy Statement shall comply in all material respects and any amendments thereto prior to each filing with the Exchange Act, SEC) relating to the meeting of Seller’s shareholders (the “Seller Shareholders Meeting”) to be held to consider approval of the Contemplated Transactions. Both Seller and Buyer shall use its commercially reasonable best effort to respond as promptly as practicable to any comments of the SEC with respect thereto. Buyer shall furnish all applicable SEC Rules information concerning Buyer as Seller may reasonably request in connection with such actions and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange ActStatement. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as As promptly as practicable after receipt thereof and to cause the definitive Proxy Statement has been filed with the SEC, Seller shall mail the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SECits shareholders. (b) If at any time prior Subject to Section 5.6, the Effective Time any event occurs Proxy Statement shall include a copy of the Fairness Opinion, the Seller Board Approval and a recommendation of Seller’s Board of Directors that is required to be set forth in an the shareholders approve the Agreement and the Contemplated Transactions. (c) No amendment or supplement to the Proxy Statement, XETA Statement will promptly inform the Parent Parties be made by Seller without first allowing Buyer and its counsel a reasonable period of such occurrence time to review and cooperate with the Parent Parties in preparing comment on such amendment or supplement to be filed with supplement. Both Seller and Buyer will advise the SEC. XETA shall use its reasonable best efforts to cause such other, promptly after it receives notice thereof, of any request by the SEC for amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares Proxy Statement or comments thereon and holders of Optionsresponses thereto or requests by the SEC for additional information. (cd) Each of the Parent Parties and XETA shall ensure that the The information provided supplied by it Seller for inclusion in the Proxy Statement and each shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Seller, at the time of delivery thereof and at (ii) the time of the XETA Shareholders’ MeetingSeller Shareholders Meeting and (iii) the Effective Time, will not contain an any untrue statement of a material fact or omit fail to state a 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. (d) XETA will not file . If, at any time prior to the Effective Time, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement and any amendment or supplement thereto should be discovered by Seller, Seller shall promptly inform Buyer thereof. All documents that Seller is responsible for filing with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change the Contemplated Transactions by this Agreement will comply as to form and substance in all material respects with the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement applicable requirements of the Proxy Statement to effect such a Change in Securities Act and the XETA Recommendationrules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement The information about Buyer supplied by Buyer specifically for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Seller, (ii) the time of the Seller Shareholders Meeting and use its reasonable best efforts (iii) the Effective Time, contain any untrue statement of a material fact or fail to obtain state any material fact required to be stated therein or necessary in order to make the XETA Shareholder Approvalstatements therein, including in light of the solicitation circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Buyer or any Subsidiary of proxiesBuyer, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement should be discovered by Buyer, Buyer shall promptly inform Seller. (f) Notwithstanding anything to Seller shall call and hold the contrary contained Seller Shareholder Meeting as promptly as practicable and in this Agreement, XETA, after consultation accordance with Parent and subject to applicable laws for the purpose of voting upon the approval of the Parent Parties (transactions contemplated hereby. Seller shall use its commercially reasonable best efforts to hold the Seller Shareholders Meeting as soon as practicable after the date on which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement is properly delivered no longer subject to comment by the holders SEC and to obtain Shareholder Approval. Seller shall (i) use its commercially reasonable best effort to solicit from its shareholders proxies in favor of Common Shares, the approval of the transactions contemplated hereby and (ii) as shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the time for which Legal Requirements to obtain such approvals. (g) Seller will not take any action or enter into any agreement that will have the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA affect of adding additional proposals to be required under Applicable Lawconsidered at the Seller Shareholders Meeting other than the consideration and approval of this Agreement and the Contemplated Transactions.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, XETA The Company shall (i) prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and in no event later than the third (3rd) Business Day after the Solicitation Period End-Date), a proxy statement in preliminary form relating to the XETA Shareholders’ Meeting (such proxy statement, including the letter to shareholders, notice of meeting and form of proxy, including any amendment or supplement thereto, the “Proxy Statement”), which (ii) use reasonable best efforts to respond as promptly as practicable to resolve all comments from the SEC concerning the Proxy Statement and (iii) as promptly as practicable after receiving confirmation from the SEC that it has no further comments to the Proxy Statement, mail the Proxy Statement to the shareholders of the Company; provided, however, that the Company shall be under no obligation to mail the Proxy Statement to its shareholders or call, give notice of or convene the Shareholders’ Meeting on or prior to the Solicitation Period End-Date. The Company agrees that at the date of mailing to shareholders of the Company and at the time of the Shareholders’ Meeting (A) the Proxy Statement will comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation requirements of the Proxy Statement Exchange Act and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolverules and regulations promulgated thereunder, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (bB) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will not contain an any untrue statement of a material fact or omit to state a 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. (d) XETA will ; provided, however, that the foregoing shall not file apply with respect to information contained or incorporated by reference in the Proxy Statement and supplied by or on behalf of Parent or Merger Sub for inclusion (or incorporation by reference) in the Proxy Statement. (b) The Company shall promptly notify Parent of the receipt of any 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, its Subsidiaries and/or any of their respective Representatives and the SEC with respect to the Proxy Statement. The Company shall Table of Contents use its reasonable best efforts (with the assistance of Parent, who shall use its reasonable best efforts to provide such assistance) to promptly provide responses to the SEC without providing with respect to all comments received on the Proxy Statement from the SEC. Prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent Parties with a reasonable opportunity to review and comment thereon (which on such document or response and the Company shall give good faith consideration to including any such reasonable comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made Proxy Statement (or any amendment or supplement thereto) or response letter. The Company will provide Parent a reasonable opportunity to participate in any discussions or meetings with the SEC. (c) The Company shall, as promptly as reasonably practicable after the date on which the SEC confirms that it has no further comments on the Proxy Statement (or after 10 calendar days have passed since the filing of the preliminary Proxy Statement with the SEC without notice from the SEC of its intent to review the Proxy Statement) but under no circumstances prior to the Solicitation Period End-Date, take all action necessary in accordance with Section 5.3(b)applicable Law, XETA may amend or supplement the Proxy Statement rules of NASDAQ and the Company’s Charter Documents to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special a meeting of the holders shareholders of Common Shares the Company (including any adjournment or postponement thereof, the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of obtaining the holders of Common Shares adopting by requisite vote this Agreement (Requisite Company Vote. Unless the “XETA Shareholder Approval”). The XETA Company Board of Directors shallshall have effected a Company Adverse Recommendation Change in accordance with Section 5.03, subject to Section 5.3(b), recommend the adoption of this Agreement at Company shall include the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation Company Board Recommendation in the Proxy Statement and shall use its reasonable best efforts to obtain solicit proxies in favor of the XETA Shareholder Approval, including Requisite Company Vote and otherwise comply in all material respects with legal requirements applicable to the solicitation of proxies. (f) Shareholders’ Meeting. Notwithstanding anything to the contrary contained set forth in this Agreement, XETAthe Company, after consultation with Parent and subject to the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed)Parent, may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines in good faith that to allow reasonable additional time is necessary to ensure that for any required supplemental or amended disclosure (including any supplement or amendment to the Proxy Statement Statement) which the Company has determined in good faith (after consultation with outside legal counsel) is properly delivered necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders Company’s shareholders within a reasonable amount of Common Sharestime in advance of the Shareholders’ Meeting, (ii) if as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are either (A) insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meetingthe Shareholders’ Meeting or (B) insufficient affirmative votes to authorize, adopt and approve this Agreement or (iii) reasonably determined by XETA with the prior written consent of Parent; provided, however, that any such postponements and adjournments pursuant to clause (ii) of the preceding provision shall not be, in the aggregate, for a period exceeding thirty (30) Business Days without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that any such postponement or adjournment shall not result in the Shareholders’ Meeting occurring fewer than five (5) Business Days prior to the End Date without Parent’s prior written consent. Notwithstanding the foregoing, the Company shall, at the request of Parent, postpone or adjourn the Shareholders’ Meeting to a date specified by Parent if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are either (1) insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting or (2) insufficient affirmative votes to authorize, adopt and approve this Agreement; provided, however, that Parent may not postpone or adjourn the Shareholders’ Meeting more than a total of Table of Contents two times, and no such postponements or adjournments shall be for a period exceeding ten (10) Business Days. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company terminates this Agreement pursuant to Section 7.04, the Company shall not be required under Applicable Lawto convene or hold the Shareholders’ Meeting or submit this Agreement to its shareholders for approval.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable Promptly following the date Closing Date, the Company shall take all action necessary to call a meeting of this Agreementits shareholders (the “Shareholders Meeting”), XETA which shall occur not later than April 30, 2010 (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s shareholders for (i) the issuance and sale to the Investors of the Securities (including all of the Conversion Shares issuable upon the full conversion of the Shares and all of the Warrant Shares issuable upon the full exercise of the Warrants) (the “Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC the proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the XETA Shareholders’ Meeting Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”)) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, which and the Proxy Statement shall comply in all material respects with not, on the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of date that the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt (or any amendment thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and ) is first mailed to shareholders or at the time of the XETA Shareholders’ Shareholders Meeting, will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereinmade therein not false or misleading, or omit to state any material fact necessary to correct any statement in light of the circumstances under which they were made, not misleading. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto earlier communication with the SEC without providing the Parent Parties with a reasonable opportunity respect to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA Shareholder Approval, including the solicitation of proxies. (f) Notwithstanding anything proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the contrary contained in this AgreementShareholders Meeting, XETA, after consultation with Parent and subject any event relating to the approval Company or any of the Parent Parties (which approval shall not its Subsidiaries or any of their respective affiliates, officers or directors that is required to be unreasonably withheld, conditioned or delayed), may adjourn or postpone the XETA Shareholders’ Meeting if (i) XETA determines set forth in good faith that additional time is necessary to ensure that any required a supplement or amendment to the Proxy Statement is properly delivered Statement, in addition to the holders Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company’s Board of Common SharesDirectors after consultation with the Company’s outside counsel), the Company’s Board of Directors shall recommend to the Company’s shareholders that the shareholders vote in favor of the Proposal (the “Company Board Recommendation”) and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the Proposal unless the Board of Directors shall have modified, amended or withdrawn the Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw the Company Board Recommendation unless the Board of Directors (after consultation with the Company’s outside counsel) shall determine in the good faith exercise of its business judgment that maintaining the Company Board Recommendation would violate its fiduciary duty to the Company’s shareholders. Whether or not the Company’s Board of Directors modifies, amends or withdraws the Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with applicable law and the provisions of its Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, (i) take all action necessary to convene the Shareholders Meeting as promptly as practicable, but no later than the Shareholders Meeting Deadline, to consider and vote upon the approval of the Proposal and (ii) as submit the Proposal at the Shareholders Meeting to the shareholders of the time Company for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required under Applicable Lawtheir approval.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, XETA The Company shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which Proxy Statement shall comply in all material respects with the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and will furnish to XETA in writing the information relating to each of the Parent Parties required to be set forth in the Proxy Statement by the Exchange Act. XETA shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other parties in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) If at any time prior to the Effective Time any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, XETA will promptly inform the Parent Parties of such occurrence and cooperate with the Parent Parties in preparing such amendment or supplement to be filed with the SEC. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of delivery thereof and at the time of the XETA Shareholders’ Meeting, will not contain an untrue statement of a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon (which comments shall be given due consideration by XETA); provided, that in connection with a Change in the XETA Recommendation made in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable Law and XETA’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of the holders of Common Shares (the “XETA Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA approval of its shareholders of this Agreement and the transactions contemplated hereby in accordance with the requirements of NASDAQ Listing Rule 5635(b) and the Companies Law (the “Company Shareholder Approval, including ”) as soon as reasonably practicable after the solicitation date hereof. * Confidential treatment has been requested for redacted portions of proxiesthis exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (fb) Notwithstanding anything Without limiting the generality of the foregoing, the Company agrees to (i) as soon as possible after the contrary contained date of execution of this Agreement and in any event within seven Business Days after the execution of this Agreement, XETAprepare and cause to be filed with the Commission a proxy statement (together with any amendments or supplements thereto, after consultation with Parent and subject the “Proxy Statement”) to be sent to the approval Company’s shareholders in connection with a special meeting of holders of the Parent Parties Company’s Ordinary Shares (which approval shall not be unreasonably withheld, conditioned or delayedthe “Company Special Meeting”), may adjourn or postpone to be held for the XETA Shareholders’ Meeting if (i) XETA determines in good faith that additional time is necessary to ensure that any required supplement or amendment to purpose of seeking the Proxy Statement is properly delivered to Company Shareholder Approval described herein and for such other purposes within the holders sole discretion of Common Sharesthe Company, (ii) call and hold the Company Special Meeting as soon as reasonably practicable and in any event no later than the date that is 90 days after the date hereof, in compliance with applicable law, the Company’s articles of association and the NASDAQ Marketplace Rules; provided, that if the Company receives notification from the Commission that it will review the Proxy Statement, such date shall be automatically extended by an additional 45 days without the requirement of any action by the Company or the Investor and (iii) use its reasonable best efforts to obtain the Company Shareholder Approval at the Company Special Meeting. The Company shall use its reasonable best efforts to respond as reasonably promptly as practicable to any comments from the Commission with respect to the Proxy Statement, and the Investor will cooperate in connection therewith. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the time for which Commission with respect thereto, the XETA Shareholders’ Meeting is originally scheduled Company (as set forth i) shall provide the Investor an opportunity to review and comment on the Proxy Statement or response (including the proposed final version of the Proxy Statement or response) and (ii) shall consider in good faith all comments reasonably proposed by the Investor. The Company shall, through the Board, recommend to its shareholders that they give the Company Shareholder Approval and shall include such recommendation in the Proxy Statement. (c) there are insufficient Common Shares represented (either The Investor agrees to furnish all information concerning itself and its Affiliates to the Company and provide such other assistance as may be reasonably requested by the Company, in person or by proxy) to constitute a quorum necessary to conduct business at such meetingeach case, or (iii) reasonably determined by XETA to be required under Applicable Lawin connection with the preparation, filing and distribution of the Proxy Statement.

Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, XETA Company shall prepare and file with the SEC the proxy statement relating to the XETA Shareholders’ Meeting (the “Proxy Statement”), which . Company will use its reasonable best efforts to cause the Proxy Statement shall comply in all material respects with to be mailed to Company’s shareholders as promptly as reasonably practicable following clearance by the Exchange Act, all applicable SEC Rules and Applicable Law. The Parent Parties will cooperate and consult with XETA in the preparation of the Proxy Statement and Statement. Company will furnish advise Parent, promptly after it receives notice thereof, or any request by the SEC to XETA in writing the information relating to each of the Parent Parties required to be set forth in amend the Proxy Statement or comments on the Proxy Statement or the transactions or documents described therein and responses thereto or requests by the Exchange Act. XETA SEC for additional information and Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate respond (with the other parties in resolving, all SEC comments with respect to the Proxy Statement assistance of Parent) as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by any comments of the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. (b) respect thereto. If at any time prior to the Effective Time any event occurs that with respect to Company or any Subsidiary of Company, or any change occurs with respect to information supplied by or on behalf of Company or Parent, respectively, for inclusion in the Proxy Statement that, in each case, is required to be set forth described in an amendment of, or a supplement to, the Proxy Statement, Company or Parent, as applicable, shall promptly notify the other of such event, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy StatementStatement and, XETA will promptly inform as required by Law, in disseminating the Parent Parties of such occurrence and cooperate with the Parent Parties information contained in preparing such amendment or supplement to be filed with the SECCompany’s shareholders. XETA shall use its reasonable best efforts to cause such amendment or supplement to be filed as promptly as possible and, if required, deliver such amendment or supplement Notwithstanding anything to the holders of the Common Shares and holders of Options. (c) Each of the Parent Parties and XETA shall ensure that the information provided by it for inclusion in contrary stated above, prior to filing or mailing the Proxy Statement and (or, in each case, any amendment or supplement thereto, at the time of delivery thereof and at the time ) or responding to any comments of the XETA Shareholders’ MeetingSEC with respect thereto, will not contain Company shall provide Parent an untrue statement of a material fact or omit to state a 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. (d) XETA will not file the Proxy Statement and any amendment or supplement thereto with the SEC without providing the Parent Parties with a reasonable opportunity to review and comment thereon on such document or response and shall consider in good faith any comments reasonably proposed by Parent. (which comments shall be given due consideration by XETA); providedb) Company shall, that in connection with a Change in as promptly as reasonably practicable after the XETA Recommendation made date hereof, take all action necessary in accordance with Section 5.3(b), XETA may amend or supplement the Proxy Statement to effect such a Change in the XETA Recommendation. (e) XETA, acting through the XETA Board of Directors, shall, in accordance with Applicable New York Law and XETA’s certificate of incorporation the Company Charter and bylaws, the Company Bylaws to (i) duly call, give notice of, convene and (ii) hold an annual or special a meeting of the holders of Common Shares its shareholders (the “XETA Shareholders’ Shareholders Meeting”) as soon promptly as reasonably practicable following execution clearance by the SEC of this Agreement the Proxy Statement for the purpose of obtaining the holders Shareholder Approval (which Shareholders Meeting may also serve as the Company’s annual meeting of Common Shares adopting shareholders). Except in the case of an Adverse Recommendation Change specifically permitted by requisite vote Section 5.2(b), Company, through the Company Board, shall (x) recommend to Company’s shareholders that they adopt this Agreement Agreement, the Merger and the other transactions contemplated hereby (the “XETA Shareholder Approval”). The XETA Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the XETA Shareholders’ Meeting (the “XETA Company Recommendation”), (y) include such recommendation the Company Recommendation in the Proxy Statement and use its reasonable best efforts to obtain the XETA (z) solicit Shareholder Approval. Without limiting the generality of the foregoing, including the solicitation of proxies. (f) Notwithstanding anything Company agrees that its obligations pursuant to the contrary contained in first sentence of this Agreement, XETA, after consultation with Parent and subject to the approval of the Parent Parties (which approval Section 5.3(b) shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed)communication to Company or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change; provided, may adjourn that nothing in this Agreement shall be deemed to prohibit accurate disclosure in the Proxy Statement or postpone otherwise (and such disclosure shall not be deemed to be an Adverse Recommendation Change) of factual information regarding the XETA Shareholders’ Meeting if (i) XETA business, financial condition or results of operations of Company or the fact that an Acquisition Proposal has been made, the identity of the Person making such proposal or the material terms of such proposal, to the extent the Company Board determines in good faith (after consultation with outside counsel) that additional time is necessary to ensure that any such information, facts, identity or terms are required supplement or amendment to the Proxy Statement is properly delivered to the holders of Common Shares, (ii) as of the time for which the XETA Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or (iii) reasonably determined by XETA to be required disclosed under Applicable applicable Law.