Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) Promptly after consummation of the Offer, the Company shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholders. (c) The Company shall, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation of the Offer, receipt by Parent from the Company and Noble of all financial and other information relating to the Company and Noble as Parent may reasonably request for its preparation, Parent shall prepare and file with the SECSEC under the Exchange Act, if required by federal securities lawsand with all other applicable regulatory bodies, a preliminary form of the proxy statement (the "“Proxy Statement"”) to be mailed used for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Transaction Merger, (ii) the change of the name of Parent to “Allied Esports Entertainment, Inc.”, (iii) an increase in the number of authorized shares of Parent Common Stock to a number mutually agreeable to Parent and the Company, (iv) amendments to Parent’s Certificate of Incorporation to be effective from and after the Closing to amend Article Sixth thereof so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing, (v) the election to the stockholders board of directors of Parent of the individuals identified on Schedule 6.3 (the matters set forth in clauses (i) through (v) being referred to herein as the “Parent Stockholder Matters”), (vi) the adoption of an incentive stock option plan (the “Parent Plan”), and (vii) such other matters as mutually agreed upon between the Company and Parent at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Parent Plan shall provide that an aggregate of fifteen percent (15%) of the shares of Parent Common Stock to be outstanding at Closing shall be reserved for issuance pursuant to the Parent Plan. The Company and Noble shall each furnish to Parent all information concerning the Company and/or Noble as Parent may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting)Proxy Statement. The Company will and its counsel and Noble and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC, and any SEC comments on the Proxy Statement received by Parent after the initial filing of the Proxy Statement. Parent, with the assistance of the Company and Noble, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to comply be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to form in all material respects with satisfy the applicable provisions requirements of the Securities Act and the Exchange Act. The Company will notify Parent . (b) As soon as practicable following the approval for distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company Parent shall mail distribute the Proxy Statement to the stockholders holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the Corporate Law and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the Company. If Parent Stockholder Matters, adoption of the Parent Plan and the other matters presented for approval or adoption at any time prior to the approval Special Meeting. (c) Parent shall comply with all applicable provisions of this Agreement by and rules under the Company's stockholders there shall occur any event that should be set forth Exchange Act and all applicable provisions of the Corporate Law in an amendment or supplement to the preparation, filing, and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is first distributed to holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or Noble or any other information furnished by the Company or Noble for the purpose of inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for the purpose of inclusion in the Proxy Statement will prepare and mail to its stockholders such an not as of the date on which the Proxy Statement (or any amendment or supplementsupplement thereto) is first distributed to holders of Parent Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. Noble represents and warrants that the information relating to Noble supplied by Noble for the purpose of inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to holders of Parent Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (bd) The Company shall take all action necessary in connection with applicable Law to duly callParent, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholders. (c) The Company shall, acting through its BoardBoard of Directors, recommend shall include in the Proxy Statement the recommendation of its Board of Directors that its stockholders the holders of Parent Common Stock vote in favor of the adoption of this Agreement Parent Stockholders Matters and Parent Plan, and shall otherwise use commercially reasonable best efforts to obtain the transactions contemplated hereby, subject to approval of the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special MeetingParent Stockholder Matters, Parent Plan and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, such other matters as mutually agreed upon between the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLParent.

Proxy Statement; Special Meeting. (a) Promptly after consummation of the OfferParent shall use its best efforts to, and the Company shall use best efforts to cooperate with Parent in order to, prepare and file with the SECSEC under the Exchange Act, if required by federal securities lawsand with all other applicable regulatory bodies, a preliminary form of the proxy statement pursuant to Section 14(a) of Exchange Act (the "“Preliminary Proxy Statement"”) to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation date hereof and on or prior to February 5, 2010, which shall include proxy materials for the purpose of soliciting proxies from holders of the Offer Parent’s Stock to consider obtain the Parent Stockholder Approval at a meeting of the holders of the Parent’s Stock to be called and vote upon this Agreement and held for such purpose (the transactions contemplated hereby“Special Meeting”) as provided below. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of the Parent’s Stock. The Company shall furnish to the Parent all information concerning the Company as the Parent may reasonably request in connection with the preparation of the Preliminary Proxy Statement. The Parent shall promptly respond to any SEC comments on the Preliminary Proxy Statement, with the assistance of the Company, and shall otherwise use its best commercially reasonable efforts to obtain resolve any such SEC comments relating to the necessary approval Preliminary Proxy Statement. The Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Preliminary Proxy Statement or the Definitive Proxy Statement or mailing the Definitive Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Parent shall provide the Stockholders’ Representative with an opportunity to review and comment on such document or response. (b) As promptly as practicable (and in any event within three (3) Business Days) following the resolution of any SEC comments on the Preliminary Proxy Statement, the Parent shall file and distribute a definitive proxy statement pursuant to Section 14(a) of the Exchange Act (the “Definitive Proxy Statement”) to the holders of the Parent’s Stock and, pursuant thereto, shall, as promptly as practicable, call the Special Meeting and, subject to the other provisions of this Agreement and Agreement, solicit proxies from such holders to vote in favor of the Merger by its stockholdersParent Stockholder Approval. (c) The Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Preliminary Proxy Statement and Definitive Proxy Statement, as applicable, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, the Company shallshall ensure that the Definitive Proxy Statement does not, as of the date on which it is distributed to the holders of the Parent’s Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement). The Company covenants and agrees that the information relating to the Company supplied by the Company for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement will not, as of the filing date of the Preliminary Proxy Statement or Definitive Proxy Statement (or any amendment or supplement thereto), as the case may be, or, in the case of the Definitive Proxy Statement, at the time of the Special Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) The Parent, acting through its Boardboard of directors, recommend shall include in the Preliminary Proxy Statement and the Definitive Proxy Statement the recommendation of its board of directors that its stockholders the holders of the Parent’s Stock vote in favor of the adoption of this Agreement and approval of the transactions contemplated herebyset forth therein, subject and shall otherwise use commercially reasonable efforts to obtain the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counselParent Stockholder Approval. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation of the Offerexecution hereof, the Company GXXX shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement Securities and Exchange Commission (the "Proxy Statement"“SEC”) proxy materials for the purpose of soliciting proxies from holders of common stock, par value $0.01 per share, of GXXX (“GXXX Common Stock”), to be mailed to vote at a special meeting of the stockholders of GXXX (the “Special Meeting”) in favor of, among other things, the approval of the Acquisition pursuant to the terms of this Agreement in accordance with the GXXX Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from holders of GXXX Common Stock for the matters to be acted upon at the Special Meeting as set forth herein (the “Proxy Statement”). The Company and GBE shall, and GBE and the Company shall cause each other Target Company to, furnish to GXXX all information concerning the Target Companies and the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) as GXXX may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting)Proxy Statement. The Company will cause the Proxy Statement and its counsel shall be given an opportunity to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff review and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, comment on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed filing with the SEC. GXXX, with the assistance of the Company, shall promptly respond to any SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to comments on 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. The Company agrees to shall otherwise use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after cause the Proxy Statement has been cleared to be approved for distribution by the SEC as promptly as practicable. (b) As soon as practicable following the approval for distribution of the Proxy Statement by the SEC, the Company GXXX shall mail distribute the Proxy Statement to the stockholders holders of GXXX Common Stock and, pursuant thereto, shall call the Special Meeting for a date no later than 30 days after the mailing of the Company. If at any time prior Proxy Statement to the holders of GXXX Common Stock in accordance with the Delaware General Corporation Law (the “DGCL”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of the Acquisition pursuant to the terms of this Agreement by and the Company's stockholders there other matters presented for approval or adoption at the Special Meeting. (c) GXXX shall occur comply in all material respects with all applicable provisions of and rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all applicable provisions of the DGCL and any event that should be set forth applicable stock exchange rules in an amendment or supplement to the preparation, filing and distribution of the Proxy Statement, the Company will prepare solicitation of proxies thereunder, and mail to its stockholders such an the calling and holding of the Special Meeting. Without limiting the foregoing, GXXX shall ensure that the Proxy Statement (or any amendment or supplementsupplement thereto) does not, as of the date on which it is first distributed to the holders of GXXX Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that GXXX shall not be responsible for the accuracy or completeness of any information relating to GBE or any Target Company or any other information furnished by GBE or any Target Company for inclusion in the Proxy Statement). GBE and the Company jointly and severally represent and warrant that the information relating to GBE and the Target Companies supplied by GBE or any Target Company for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to the holders of GXXX Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (bd) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold Without limiting the Special Meeting as promptly as practicable after the consummation right of the Offer board of directors of GXXX to consider take a contrary position if required pursuant to its fiduciary duties under Delaware law, GXXX, acting through its board of directors, and based on the recommendation of the special committee of its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of GXXX Common Stock vote upon in favor of the Acquisition pursuant to the terms of this Agreement Agreement, and the transactions contemplated hereby. The Company shall otherwise use its reasonable best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholdersGXXX Stockholder Approval. (c) The Company shall, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation of the Offer, receipt by Purchaser from the Company of all financial and other information relating to the Company as Purchaser may reasonably request for its preparation, Purchaser shall prepare proxy materials for the purpose of soliciting proxies from holders of Purchaser Stock to vote, at a meeting of holders of Purchaser Stock to be called and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement held for such purpose (the "Proxy Statement") to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "“Special Meeting”). The Company will cause the Proxy Statement to comply as to form , in all material respects with the applicable provisions favor of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of Purchaser to a name selected by Purchaser (the Company's stockholders there shall occur any event that should be set forth “Name Change Amendment”), (iii) an increase in the number of authorized shares of Company Stock to 200,000,000 and (iv) an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold adjournment of the Special Meeting as promptly as practicable after if, at the consummation time it is called to order, there are insufficient votes to obtain the Purchaser Stockholder Approval or the holders of forty percent (40%) or more of the Offer shares of Purchaser Stock issued in Purchaser’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to consider and vote convert their shares into a pro rata share of the Trust Fund in accordance with Purchaser’s Charter Documents. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Purchaser Stock for the matters to be acted upon this Agreement and at the transactions contemplated herebySpecial Meeting (the “Proxy Statement”). The Company shall use its best reasonable efforts to obtain furnish to Purchaser all information concerning the necessary Company as Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on such proxy materials, including amendments thereto, prior to their distribution to Purchaser’s stockholders and Purchaser will not distribute any documents containing information that the Company has reasonably determined is incorrect or misleading and notified Purchaser in writing thereof. (b) As soon as practicable following the preparation of the definitive Proxy Statement, Purchaser shall distribute the Proxy Statement to the holders of Purchaser Stock and, pursuant thereto, shall call the Special Meeting in accordance with the Companies Law of the Cayman Islands (the “Companies Law”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of the transactions contemplated by this Agreement and the Merger by its stockholdersother matters presented for approval or adoption at the Special Meeting. (c) Purchaser shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the Companies Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Purchaser shall ensure that the Proxy Statement does not, as of the date on which the Proxy Statement is first distributed to the stockholders of Purchaser, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Purchaser shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company shallrepresents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement is first distributed to the stockholders of Purchaser or at the time of the Special Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Purchaser, acting through its Boardboard of directors, recommend shall include in the Proxy Statement the recommendation of its board of directors that its stockholders the holders of Purchaser Stock vote in favor of the adoption approval of this Agreement and the transactions contemplated herebyby this Agreement, subject and shall otherwise use reasonable best efforts to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Mergerobtain Purchaser Stockholder Approval. (e) Notwithstanding The Company and the foregoing, in the event that Sub Shareholder shall acquire at least 90% of the outstanding Shares cooperate with Purchaser and use its reasonable efforts to provide all information reasonably requested by Purchaser in connection with any application or other filing made to maintain or secure listing for trading or quotation of Purchaser’s securities on the Offer, Nasdaq Stock Exchange or the Company agrees, at OTC BB following the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLClosing.

Proxy Statement; Special Meeting. (ai) Promptly after consummation The Company, at the direction of the OfferBoard of Directors, shall, in accordance with applicable law and the Certificate of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable after the mailing of the Proxy Statement (as defined below) to the Company’s stockholders (and in any event no later than forty-five (45) days after the mailing of the Proxy Statement) for the purpose of considering and taking action on proposals to (1) if required to consummate the Proposed Transactions, amend the Company’s certificate of incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 45,000,000 shares (the “Authorized Shares Proposal”) and (2) approve the issuance and sale of the Common Shares hereunder pursuant to Nasdaq Listing Rule 5635 (the “Nasdaq Approval Proposal”). (ii) As soon as reasonably practicable after the date hereof, the Company Company, at the direction of the Board of Directors, shall prepare and file with the SEC, if required by federal securities lawspursuant to and in accordance with Regulation 14A under the 1934 Act, a preliminary form of the proxy statement (the "“Proxy Statement"”) to be mailed to and form of proxy for the stockholders consideration and approval by the holders of shares of Common Stock of the Company in connection with Authorized Shares Proposal and the meeting of such stockholders to consider Nasdaq Approval Proposal and vote upon the Merger (the "Special Meeting). The Company will shall cause the Proxy Statement and form of proxy to be disseminated to holders of shares of Common Stock in accordance with the applicable requirements of the 1934 Act and applicable law. The Proxy Statement shall include the notice of meeting in the form required by the Delaware General Corporation Law. The Buyer shall promptly furnish to the Company all information concerning the Buyer that may be required by applicable law or reasonably requested by the Company for inclusion in the Proxy Statement. The Company agrees (1) to use its reasonable best efforts to ensure that the Proxy Statement and form of proxy as filed by it will comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of 1934 Act and (2) that the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to in the Proxy Statement and all responses to requests for additional form of proxy (excluding any information and replies to comments prior to their being filed with or sent supplied to the SECBuyer by or on behalf of the Buyer for inclusion therein) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Buyer agrees that the information in the Proxy Statement that was supplied by it to the Company for inclusion therein will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such any comments of and requests by the SEC. As promptly as practicable after SEC or its staff with respect to the Proxy Statement has been cleared by the SECand form or proxy, and each of the Company shall mail and the Buyer agrees to promptly correct any information provided by it for use in the Proxy Statement and form of proxy if and to the stockholders of the Company. If at extent that such information shall become false or misleading in any time prior to the approval of this Agreement material respect or as otherwise required by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated herebylaw. The Company shall use its best commercially reasonable efforts take all steps necessary to obtain amend or supplement the necessary approval Proxy Statement and form of this Agreement proxy and to cause the Merger Proxy Statement and form of proxy, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable law. The Buyer and its stockholderscounsel shall be given reasonable opportunity to review and comment on the Proxy Statement and form of proxy (including any amendments or supplements thereto) before they are filed with the SEC or disseminated to holders of shares of Common Stock entitled to vote at the stockholder meeting. The Company shall provide the Buyer and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel receives from the SEC or its staff with respect to the Proxy Statement and form of proxy promptly after the receipt of such comments and shall give the Buyer and its counsel a reasonable opportunity to review and comment on any proposed written or oral responses to such comments. (ciii) The Company shall, through its Board, Board of Directors shall recommend that its stockholders vote the holders of Common Stock approve and adopt the Authorized Shares Proposal and the Nasdaq Approval Proposal (the “Stockholder Vote Recommendations”) and shall cause the Stockholder Vote Recommendations to be included in favor of the adoption of Proxy Statement. Subject to Section 4(k)(v), unless this Agreement and the transactions contemplated hereby, subject has been terminated pursuant to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the OfferSection 8, the Company agreesBoard of Directors shall not withdraw, at modify or qualify the request of Sub, subject Stockholder Vote Recommendations in any manner or publicly propose to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLdo so.

Proxy Statement; Special Meeting. (a) Promptly after consummation of the OfferSeller shall, the Company shall prepare in accordance with Delaware law and file with the SECSeller’s charter and bylaws, if required by federal securities lawsestablish a record date for, a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold a meeting of its stockholders (the Special Meeting “Stockholder Meeting”) as promptly as practicable after the consummation date hereof, for the purpose of obtaining the Stockholder Approval. Seller shall use commercially reasonable efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to secure such Stockholder Approval in accordance with Delaware law and Seller’s charter and bylaws. (b) As promptly as practicable after the date hereof (and in any event within twenty-three (23) calendar days), Seller shall prepare and file with the SEC a preliminary Proxy Statement with the SEC to be used in connection with the solicitation of proxies at the Stockholder Meeting. Seller and Buyer shall use commercially reasonable efforts to respond to any comments of the Offer SEC and its staff and Seller shall use its commercially reasonable efforts to consider file a definitive Proxy Statement as soon as practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. If necessary in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 4.9, to the extent permitted by applicable law, the board of directors of Seller (the “Board of Directors”) shall recommend that the stockholders of Seller vote upon in favor of approval of the sale of the Acquired Assets pursuant to this Agreement and the transaction contemplated hereby (“Board Recommendation”) and shall include such recommendation in the Proxy Statement; provided, however, that the Board of Directors may fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation in the Proxy Statement, if it shall have determined in good faith, after consultation with its outside counsel, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under Delaware law. Without limiting the generality of the foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the approval of the sale of the Acquired Assets pursuant to this Agreement and the transactions contemplated hereby. The Company hereby shall use its best efforts be submitted to obtain Seller’s stockholders at the necessary approval of this Agreement and the Merger by its stockholdersStockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Seller. (c) The Company shallBuyer shall furnish all information concerning Buyer, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to as may be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares reasonably requested in connection with the Offerpreparation and filing with the SEC of the Proxy Statement so as to comply with applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Seller shall (i) as soon promptly as reasonably practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such acquisitioncomments, without a meeting of the Company's stockholders, and (iii) consider for inclusion in accordance with Section 253 of the DGCLSeller’s written response to such comments any input reasonably and timely proposed by Buyer and its counsel.

Proxy Statement; Special Meeting. (a) Promptly As promptly as reasonably practicable after consummation the execution of this Agreement and Acquiror’s receipt of the OfferRequired Financial Statements, subject to the Company terms of this Section 7.3(a), Acquiror Parent shall prepare (and consult and consider any comments received from Contributor Parties in good faith) and file with the SEC, if required by federal securities laws, SEC a preliminary form of the proxy statement (as amended or supplemented, the "“Proxy Statement"”) to be mailed sent to the stockholders Acquiror Parent Stockholders in order to seek approval of the Company in connection with the meeting issuance of such stockholders to consider and vote upon the Merger Acquiror Parent Class B Common Stock as contemplated by this Agreement (the "Special Meeting“Acquiror Parent Stockholder Approval”). The Company will Acquiror Parent shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of the Contributor Parties shall, and shall cause the Company to, (i) cooperate with Acquiror Parent in the preparation of the Proxy Statement; (ii) use its commercially reasonable efforts to furnish the information reasonably requested by Acquiror Parent for inclusion in the Proxy Statement; and (iii) use its commercially reasonable efforts to provide such other assistance as may be reasonably requested by Acquiror Parent or Acquiror Parent’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement. (b) Acquiror Parent shall (i) use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as is reasonably practicable after filing and (ii) as promptly as practicable after the Proxy Statement is cleared under the Exchange Act by the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of the Acquiror Parent Stockholders, including causing the Proxy Statement to be mailed to the Acquiror Parent Stockholders. Acquiror Parent shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any applicable state securities Laws in connection with the Transactions, this Agreement or the issuance of Acquiror Parent Class B Common Stock and Acquiror Units in the Transactions. (c) Each Party agrees, as to itself and its Subsidiaries, to use reasonable best efforts so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to the Acquiror Parent Stockholders and at the time of the Special Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Special Meeting or such subject matter which has become false or misleading. (d) If at any time prior to the Closing, any Party discovers any information relating to Acquiror Parent, Acquiror or the Company, or any of their respective Affiliates, directors or officers that should be set forth in an amendment or supplement to the Proxy Statement so that such documents would not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Special Meeting or such subject matter which has become false or misleading, the Party that discovers such information shall promptly notify the other Party and Acquiror Parent shall promptly cause to be filed with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such information to the Acquiror Parent Stockholders. The Company will Nothing in this Section 7.3(d) shall limit the obligations of any Party under Section 7.3(a), Section 7.3(b), Section 7.3(c) and Section 7.3(e). (e) Acquiror Parent shall notify Parent the Contributor Parties promptly of the receipt of any correspondence, communications or comments from the SEC or its the staff of the SEC and of any request by the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and will shall supply Parent the Contributor Parties with (i) copies of all correspondence and a description of all material oral discussions between the Company it or any of its representativesRepresentatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, with respect to the Proxy Statement prior to its being filed with or the Transactions and (ii) copies of all orders of the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement relating to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (bf) The Company Except as otherwise set forth herein, as promptly as practicable, Acquiror Parent shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold a meeting of the Acquiror Parent Stockholders for the purpose of obtaining the Acquiror Parent Stockholder Approval (the “Special Meeting”). Subject to the terms hereof, such Special Meeting shall in any event be no later than forty-five (45) calendar days after Acquiror Parent mails the Proxy Statement to the Acquiror Parent Stockholders. Acquiror Parent may postpone or adjourn the Special Meeting as promptly as practicable (i) (A) due to the absence of a quorum or (B) if Acquiror Parent has not received proxies representing a sufficient number of shares of Acquiror Parent Common Stock for the Acquiror Parent Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that the Acquiror Parent Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the consummation of Acquiror Parent Stockholders prior to the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholdersSpecial Meeting. (cg) The Company shallAcquiror Parent Board shall recommend to the Acquiror Parent Stockholders that they approve the issuance of the Acquiror Parent Class B Common Stock, through its together with an equal number of Acquiror Units, as contemplated by this Agreement (the “Acquiror Parent Board Recommendation”) and shall include the Acquiror Parent Board Recommendation in the Proxy Statement. Neither the Acquiror Parent Board nor any committee thereof shall withdraw or modify, amend or qualify in a manner adverse to the Contributor Parties (or propose to withdraw or modify, amend or qualify in a manner adverse to the Contributor Parties publicly) the Acquiror Parent Board Recommendation, or fail to include the Acquiror Parent Board Recommendation in the Proxy Statement (any such action being referred to as a “Change in Recommendation”). Notwithstanding the foregoing, if the Acquiror Parent Board, recommend after consultation with its outside legal counsel, determines in good faith that failure to effect a Change in Recommendation would be reasonably likely to be inconsistent with its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject fiduciary duties to the Board's fiduciary duty Acquiror Parent Stockholders under applicable Law, exercised then the Acquiror Parent Board may effect a Change in Recommendation. Nothing herein shall restrict the making of any disclosure to the Acquiror Parent Stockholders (including factually accurate disclosure regarding the business, financial condition or results of operations of Acquiror Parent and its Subsidiaries) if Acquiror Parent, after consultation with the Company's its outside legal counsel, has determined in good faith that such communication is required by applicable Law. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Proxy Statement; Special Meeting. (a) Promptly 5.11.1 As promptly as practicable after consummation of the Offer, the Company date hereof Seller shall prepare and file with the SEC, if required by federal securities laws, SEC a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the stockholders of the Company used in connection with the meeting solicitation of such stockholders to consider and vote upon proxies for use at the Merger Shareholder Meeting (the "Special Meeting“Proxy Statement”). The Company will cause the Proxy Statement Seller and Purchaser shall use commercially reasonable efforts to comply as respond to form in all material respects with the applicable provisions any comments of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the and Seller shall file a definitive Proxy Statement prior as soon as reasonably practicable following resolution of any SEC comments and mail to its being filed with the SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to shareholders the Proxy Statement and all responses to requests other proxy materials for additional such Shareholder Meeting. Each of Seller and Purchaser shall promptly correct any information provided by it for use in the Proxy Statement if and replies to comments prior to their being filed with or sent to the SECextent that it shall have become false or misleading in any material respect. The Company agrees If necessary, in order to use its commercially reasonable best effortscomply with applicable securities laws, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has shall have been cleared by the SECso mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 5.10, the Company Seller Board shall mail recommend that the stockholders of Seller vote to authorize and approve the transactions contemplated by this Agreement (the “Seller Board Recommendation”) and shall include in the Proxy Statement such recommendation, subject to the stockholders of the Company. If at any time prior to the approval other terms of this Agreement by Agreement; provided, however, that the Company's stockholders there Seller Board may fail to make, or withdraw, modify or change such recommendation, and shall occur any event that should not be set forth required to include such recommendation in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplementif it shall have made a Change of Recommendation. 5.11.2 Seller shall, in accordance with the General Corporation Law of the State of Delaware (bthe “DGCL”) The Company shall take all action necessary in connection with applicable Law to and Seller’s Organizational Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the Special Meeting “Shareholder Meeting”) for the purpose of obtaining the Shareholder Approval and the other matters described in this Section 5.11.2 as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Seller Board after consultation with Purchaser). Seller shall use commercially reasonable efforts to solicit from its shareholders proxies for the consummation purposes of obtaining the Shareholder Approval and to obtain Shareholder Approval in accordance with the DGCL, Seller’s Organizational Documents and the Exchange Act. Seller shall, upon the reasonable request of Purchaser, advise Purchaser at least on a daily basis on each of the Offer last five Business Days prior to consider and vote upon this Agreement and the transactions contemplated herebydate of the Shareholder Meeting as to the aggregate tally of proxies received by Seller with respect to the Shareholder Approval. The Company shall use its best efforts to obtain Without the necessary approval prior written consent of this Agreement and the Merger by its stockholders. (c) The Company shallPurchaser, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject hereby and the anticipated dissolution of Seller shall be the only matters (other than procedural matters) that Seller shall propose to be acted on by the Board's fiduciary duty under applicable Law, exercised after consultation with shareholders of Seller at the Company's outside legal counselShareholder Meeting. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries 5.11.3 Purchaser shall vote, or cause to furnish all information concerning Purchaser as may be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares reasonably requested in connection with the Offerpreparation and filing with the SEC of the Proxy Statement so as to comply with Applicable Law. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and definitive Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in good faith in such document any comments reasonably and timely proposed by Purchaser and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Purchaser and its counsel with copies of any written comments, and advise Purchaser and its counsel of any comments, with respect to the Company agreesProxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Purchaser and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Xxxxxxxxx and its counsel. Purchaser hereby represents, covenants and agrees that none of the information to be supplied by or on behalf of Purchaser or any Affiliate thereof for inclusion or incorporation by reference in the Proxy Statement shall, at the request date it is first mailed to the shareholders of Sub, subject to Article VI, to take all necessary and appropriate action to cause Seller or at the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting time of the Company's stockholdersShareholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in accordance with Section 253 light of the DGCLcircumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by Purchaser with respect to statements made or incorporated by reference therein to the extent based on information supplied by Seller in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation the date hereof, Plastec shall deliver to GSME audited consolidated financial statements (including any related notes thereto) of Plastec for the Fiscal Year ended April 30, 2010 (the “2010 Audited Financial Statements”). As soon as is reasonably practicable after receipt by GSME from Plastec of all financial (including the 2010 Audited Financial Statements) and other information relating to Plastec as GSME may reasonably request for its preparation, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the OfferMerger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the Company change of the name of GSME to a name mutually agreed upon by GSME and Plastec, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000) and (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall prepare and file have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with GSME’s Charter Documents. Such proxy materials shall be in the SEC, if required by federal securities laws, a preliminary form of the a proxy statement to be used for the purpose of soliciting such proxies from holders of GSME Shares for the matters to be acted upon at the Special Meeting (the "“Proxy Statement") ”). Plastec shall furnish to be mailed to the stockholders of the Company GSME all information concerning Plastec as GSME may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange ActStatement. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent Plastec and its counsel the shall be given a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments comment on such proxy materials prior to their being filed with distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or sent to the SEC. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of misleading and requests by the SEC. notified GSME in writing thereof. (b) As promptly soon as practicable after following the preparation of the definitive Proxy Statement has been cleared by the SECStatement, the Company GSME shall mail distribute the Proxy Statement to the stockholders holders of GSME Shares and, pursuant thereto, shall call the Special Meeting in accordance with the Companies Law (Revised) of the Company. If at any time prior Cayman Islands (the “Companies Law”) and GSME’s Charter Documents and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of this Agreement the Merger and the other transactions contemplated by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company other matters presented for approval or adoption at the Special Meeting. (c) GSME shall use its best efforts to obtain ensure that the Proxy Statement (i) includes the information GSME believes would have been required to be provided to shareholders had GSME not been a “foreign private issuer” (as defined in the Exchange Act) but still had a class of equity securities registered under Section 12 of the Exchange Act and (ii) complies with all applicable provisions of the Companies Law and GSME’s Charter Documents in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, GSME shall ensure that the Proxy Statement does not, as of the date on which the Proxy Statement is first distributed to the shareholders of GSME, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary approval in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that GSME shall not be responsible for the accuracy or completeness of any information relating to Plastec or any other information furnished by Plastec for inclusion in the Proxy Statement). Plastec represents and warrants that so long as GSME is in compliance with the terms of this Agreement Section 6.1, the information relating to Plastec supplied by Plastec for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement is first distributed to the shareholders of GSME or at the time of the Special Meeting, contain any statement which, at such time and in light of the Merger by its stockholderscircumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (cd) The Company shallGSME, acting through its BoardBoard of Directors, recommend shall include in the Proxy Statement the unanimous recommendation of its Board of Directors that its stockholders the holders of GSME Shares vote in favor of the adoption approval of this Agreement and the transactions contemplated herebyby this Agreement, subject and shall otherwise use reasonable best efforts to obtain the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the MergerGSME Shareholder Approval. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% Plastec and each of the outstanding Shares Plastec Shareholders shall cooperate with GSME and use commercially reasonable efforts to provide all information reasonably requested by GSME in connection with any application or other filing made to secure listing for trading or quotation of GSME’s securities on the OfferNasdaq Stock Market, the Company agrees, at NYSE Amex LLC or another national securities exchange following the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLEffective Time.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation of the Offer, receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SECSEC under the Exchange Act, if required and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"), (ii) the change of the name of Parent to a name selected mutually by federal securities lawsParent and the Company (the "Name Change Amendment"), (iii) an increase in the number of authorized shares of Parent Common Stock to 75,000,000 (the "Capitalization Amendment"), (iv) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan (the "Parent Plan") at a preliminary meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of no less than 1,140,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of the a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock (the "Proxy Statement") ). The Company shall furnish to be mailed to the stockholders of Parent all information concerning the Company as Parent may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting)Proxy Statement. The Company will and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to comply be approved by the SEC as promptly as practicable. Parent shall also take any and all actions required to form in all material respects with satisfy the applicable provisions requirements of the Securities Act and the Exchange Act. The Company will notify Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the receipt states and territories of any comments from the SEC or its staff and of any request United States in which it is believed, based on information furnished by the SEC Company, holders of the Company Common Stock reside and in which such registration or its staff for amendments or supplements qualification is required and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following the approval of the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company Parent shall mail distribute the Proxy Statement to the stockholders holders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there Parent Common Stock and, pursuant thereto, shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold call the Special Meeting as promptly as practicable after in accordance with the consummation of DGCL and, subject to the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval other provisions of this Agreement and the Merger by its stockholders. (c) The Company shallAgreement, through its Board, recommend that its stockholders solicit proxies from such holders to vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject approval of the Merger and the other matters presented to the Board's fiduciary duty stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described in Section 5.1(a). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable Lawprovisions of the DGCL in the preparation, exercised after consultation filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is first distributed to stockholders of Parent, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is first distributed to stockholders of Parent or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the Company's outside legal counselstatement therein not false or misleading. (d) At Parent, acting through its board of directors, shall include in the Special Meeting, Proxy Statement the recommendation of its board of directors that the holders of Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them Common Stock vote in favor of the Merger. (e) Notwithstanding adoption of this Agreement and the foregoing, in the event that Sub shall acquire at least 90% approval of the outstanding Shares in connection with Merger, and shall otherwise use reasonable best efforts to obtain the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLParent Stockholder Approval.

Proxy Statement; Special Meeting. (a) Promptly As promptly as reasonably practicable after consummation the execution and delivery of this Agreement by the Offerparties hereto, the Company Parent shall prepare and file with the SECSEC under the Exchange Act, if required proxy materials for the purpose of soliciting proxies from the stockholders of Parent (the "Parent Stockholders") to vote in favor of the approval of this Agreement and the approval of the transactions contemplated by federal securities lawsthis Agreement (collectively, the "Stockholder Approval Matters") at a preliminary special meeting of Parent Stockholders to be called and held for such purpose (and for such other purposes as may be necessary to effect the transactions contemplated herein) (the "Special Meeting"). Such proxy materials shall be in the form of the a proxy statement to be used for the purpose of soliciting such proxies from Parent Stockholders (such proxy statement, together with any accompanying letter to stockholders, notice of meeting and form of proxy, shall be referred to herein as the "Proxy Statement"). Buyer shall make reasonable efforts to respond to reasonable requests in preparation of the Proxy Statement and shall promptly upon the request of Seller, provide any information regarding Buyer which is required to be included in the Proxy Statement. Buyer and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to resolve as promptly as reasonably practicable all SEC comments thereon. Buyer shall use its commercially reasonable efforts to promptly respond to any reasonable requests from Seller to assist Seller in the preparation of, and responding to SEC comments on, information regarding the Buyer included or to be included in the Proxy Statement. (b) Promptly following the resolution of all SEC comments on the Proxy Statement, Parent shall mail the Proxy Statement to Parent stockholders and, pursuant thereto, shall call the Special Meeting in accordance with Chapter 156B of the Massachusetts General Laws (such meeting to be held within forty five (45) days of the date the Proxy Statement is first mailed to Parent Stockholders) and solicit proxies from Parent Stockholders to vote in favor of the Stockholder Approval Matters at the Special Meeting. (c) Parent shall comply with all applicable provisions of and rules and regulations under the Exchange Act and all applicable provisions of Chapter 156B of the Massachusetts General Laws in the preparation, filing and distribution of the Proxy Statement, the 50 solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement (or any amendment or supplement thereto) does not, as of the date on which it is mailed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances in which they were made, not false or misleading (provided that the Parent shall not be responsible for the accuracy or completeness of any information relating to the Buyer or any other information furnished by the Buyer in writing for inclusion in the Proxy Statement). (d) Buyer shall promptly inform Parent if any of the information supplied by Buyer in writing for inclusion in the Proxy Statement to be mailed to the stockholders of the Company Parent in connection with the meeting of such stockholders to consider and vote upon Special Meeting will, on the Merger (the "Special Meeting). The Company will cause date the Proxy Statement (or any amendment or supplement thereto) is first mailed to comply as to form in all material respects with Parent Stockholders or at the applicable provisions time of the Exchange Act. The Company will notify Parent Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the receipt circumstances in which they were made, not false or misleading. (e) Parent shall consult with Buyer regarding the date of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC Special Meeting and shall give not postpone or adjourn (other than for the absence of a quorum) the Special Meeting without the consent of Buyer. Parent and its counsel the reasonable 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. The Company agrees to shall use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such comments solicit from its stockholders proxies in favor of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare Stockholder Approval Matters and mail to its stockholders such an amendment or supplement. (b) The Company shall take all other commercially reasonable action necessary in connection with applicable Law or advisable to duly secure the vote or consent of stockholders required to effect the transactions contemplated by this Agreement. Parent's obligation to call, give notice of, convene and hold the Special Meeting as promptly as practicable after in accordance with this Section 6.7 shall not be limited to or otherwise affected by the consummation commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal or any change in the Board of Directors recommendation regarding any of the Stockholder Approval Matters, except in the case of a Superior Offer or for Parent's Board of Directors to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use comply with its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholdersfiduciary duties. (cf) The Company shall, through its Board, Subject to Section 6.7(g): (i) the Board of Directors of Parent shall recommend that its Parent's stockholders vote in favor of and approve the adoption of this Agreement and Stockholder Approval Matters at the transactions contemplated hereby, subject Special Meeting; (ii) the Proxy Statement shall include a statement to the Boardeffect that the Board of Directors of Parent has recommended that Parent's fiduciary duty under applicable Lawstockholders vote in favor of and approve the Stockholder Approval Matters at the Special Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, exercised after consultation with amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Buyer, the Companyrecommendation of the Board of Directors of Parent that Parent's outside legal counselstockholders vote in favor of and approve the Stockholder Approval Matters. (dg) At Nothing in this Agreement shall prevent the Special MeetingBoard of Directors of Parent from withholding, Parent and Sub and withdrawing, amending or modifying its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them recommendation in favor of the Merger. (e) Notwithstanding Stockholder Approval Matters if the foregoingBoard of Directors of Parent reasonably concludes in good faith, after consultation with its outside counsel, that the failure to withhold, withdraw, amend or modify such recommendation would violate its fiduciary obligations under applicable law or in the event of a Superior Offer; provided that Sub Parent shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject have delivered to Article VI, Buyer a prior written notice advising Buyer that it intends to take all necessary such action and appropriate describing its reasons for taking such action (such notice to cause be delivered not less than three (3) business days prior to the Merger to become effective as soon as reasonably practicable after time such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLaction is taken).

Proxy Statement; Special Meeting. (a) Promptly after consummation of the Offer, the Company Seller shall use commercially reasonable efforts to prepare and file with the SEC, if required by federal securities laws, SEC a preliminary form of the proxy statement (the "Proxy Statement"together with a letter to stockholders, notice of meeting and form of proxy) to be used in connection with the solicitation of proxies for use at the Stockholder Meeting (collectively, including any amendment or supplement thereto, the “Proxy Statement”) within thirty (30) days of the date hereof. Seller agrees that at the date it is first mailed to the stockholders of Seller or at the Company in connection with time of the meeting Stockholder Meeting or at the time of such stockholders to consider and vote upon the Merger any amendment or supplement thereof, (the "Special Meeting). The Company will cause i) the Proxy Statement to will comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent Act and the rules and regulations thereunder and (ii) none of the receipt of any comments from the SEC information supplied by Seller for inclusion or its staff and of any request incorporation by the SEC or its staff for amendments or supplements to reference in the Proxy Statement will contain any untrue statement of a material fact or for additional information and will supply Parent with copies of all correspondence between omit to state any material fact required to be stated therein or necessary in order to make the Company or any of its representativesstatements therein, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders in light of the Companycircumstances under which they were made, not misleading. If If, at any time prior to the approval adoption of this Agreement by Seller’s stockholders, Seller shall become aware of the Company's stockholders there shall occur occurrence of any event that should be set forth in or other circumstance relating to it or the transactions contemplated by this Agreement, as to which an amendment or supplement to the Proxy StatementStatement shall be required, the Company will Seller shall promptly inform Buyer and prepare and mail to its stockholders such an amendment or supplement. Seller and Buyer shall use reasonable best efforts to respond to any comments of the SEC and its staff, and Seller shall file a definitive Proxy Statement as soon as reasonably practicable following resolution of any SEC comments and mail to its stockholders the Proxy Statement and all other proxy materials for such Stockholder Meeting. Each of Seller and Buyer 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. If necessary, in order to comply with applicable securities laws, after the Proxy Statement shall have been so mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 7.3, the Seller Board shall recommend that the stockholders of Seller vote to authorize the transactions contemplated by this Agreement (the “Seller Board Recommendation”) and shall include such recommendation in the Proxy Statement; provided, however, that the Seller Board may fail to make, or withdraw, modify or change such recommendation, and shall not be required to include such recommendation in the Proxy Statement, if it shall have validly made a Change of Recommendation pursuant to Section 7.3(c). (b) The Company shall take all action necessary Seller shall, in connection accordance with applicable the General Corporation Law to of the State of Delaware (the “DGCL”) and Seller’s Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the Special Meeting “Stockholder Meeting”) for the purpose of obtaining the Stockholder Approval and the other matters described in this Section 7.4(b) as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC. Seller shall use reasonable best efforts to solicit from its stockholders proxies for the purposes of obtaining the Stockholder Approval and to obtain Stockholder Approval in accordance with the DGCL, Seller’s Governing Documents and the Exchange Act. (c) Buyer shall furnish all information concerning Buyer as may be reasonably requested in connection with the preparation and filing with the SEC of the Proxy Statement so as to comply with applicable Law. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and definitive Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in good faith in such document any comments reasonably and timely proposed by Bxxxx and its counsel. Seller shall (i) as promptly as practicable after receipt thereof, provide Buyer and its counsel with copies of any written comments, and advise Buyer and its counsel of any comments, with respect to the consummation Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) provide Buyer and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and (iii) consider for inclusion in Seller’s written response to such comments any input reasonably and timely proposed by Buyer and its counsel. Buyer hereby represents, covenants and agrees that none of the Offer information to consider and vote upon this Agreement and be supplied by or on behalf of Buyer or any Affiliate thereof for inclusion or incorporation by reference in the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholders. (c) The Company Proxy Statement shall, through its Board, recommend that its at the date it is first mailed to the stockholders vote in favor of Seller or at the time of the adoption Stockholders Meeting or at the time of this Agreement and any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the transactions contemplated herebystatements therein, subject in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is made by Buyer with respect to statements made or incorporated by reference therein to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned extent based on information supplied by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares Seller in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting preparation of the Company's stockholders, in accordance with Section 253 of the DGCLProxy Statement for inclusion or incorporation by reference therein.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation of the Offer, receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SECSEC under the Exchange Act, if required and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"); (ii) the change of the name of Parent to a name selected by federal securities lawsthe Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a preliminary Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of the a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock (the "Proxy Statement") ). The Company shall furnish to be mailed to the stockholders of Parent all information concerning the Company as Parent may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting)Proxy Statement. The Company will cause the Proxy Statement and its counsel shall be given an opportunity to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff review and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, comment on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to comments on 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. The Company agrees to shall otherwise use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after cause the Proxy Statement has been cleared to be approved for issuance by the SECSEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its approval by the Commission, Parent shall mail distribute the Proxy Statement to the stockholders holders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there Parent Common Stock and, pursuant thereto, shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold call the Special Meeting as promptly as practicable after in accordance with the consummation of DGCL and, subject to the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval other provisions of this Agreement and the Merger by its stockholders. (c) The Company shallAgreement, through its Board, recommend that its stockholders solicit proxies from such holders to vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject approval of the Merger and the other matters presented to the Board's fiduciary duty stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable Lawprovisions of the DGCL in the preparation, exercised after consultation filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the Company's outside legal counselstatement therein not false or misleading. (d) At Parent, acting through its board of directors, shall include in the Special Meeting, Proxy Statement the recommendation of its board of directors that the holders of Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them Common Stock vote in favor of the Merger. (e) Notwithstanding adoption of this Agreement and the foregoing, in the event that Sub shall acquire at least 90% approval of the outstanding Shares in connection with Merger, and shall otherwise use reasonable best efforts to obtain the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLParent Stockholder Approval.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation the date of the Offerthis Agreement, the Company Purchaser shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement Securities and Exchange Commission (the "Proxy Statement"“Commission”) to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of under the Exchange Act. The Company will notify Parent Act proxy materials for the purpose of the receipt soliciting proxies from holders of any comments from the SEC or its staff and Purchaser Stock to vote in favor of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to a name selected by the Company's stockholders there shall occur any event that should be set forth in Purchaser, (iii) an amendment to remove the preamble and sections A through D, inclusive, of Article Sixth from the Purchaser’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan or supplement other equity incentive plan at a meeting of holders of Purchaser Stock to be called and held for such purpose (the Proxy Statement, “Special Meeting”). Such proxy materials shall be in the Company will prepare and mail form of a proxy statement to its stockholders be used for the purpose of soliciting such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law proxies from holders of Purchaser Stock for the matters to duly call, give notice of, convene and hold be acted upon at the Special Meeting as promptly as practicable after (the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby“Proxy Statement”). The Company shall use its reasonable efforts to furnish to the Purchaser all information concerning the Company as the Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on such proxy materials, including amendments thereto, prior to their filing with the Commission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or misleading and notified the Purchaser in writing thereof. The Purchaser, with the assistance of the Company, shall promptly respond to any Commission comments on such proxy materials and shall otherwise use reasonable best efforts to obtain cause the necessary definitive Proxy Statement to be approved by the Commission for distribution to the Purchaser’s stockholders as promptly as practicable. (b) As soon as practicable following the approval by the Commission of the distribution of the definitive Proxy Statement, the Purchaser shall distribute the Proxy Statement to the holders of Purchaser Stock and, pursuant thereto, shall call the Special Meeting in accordance with the applicable law and in no event more than 60 days following approval by the Commission of the Proxy Statement and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of the transactions contemplated by this Agreement and the Merger by its stockholdersother matters presented for approval or adoption at the Special Meeting. (c) The Purchaser shall comply with all applicable provisions of and rules under the federal and state (if applicable) securities laws and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, the Purchaser shall ensure that the Proxy Statement does not, as of the date on which the Proxy Statement is first distributed to the stockholders of the Purchaser, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Purchaser shall not be responsible for the accuracy or completeness of any information relating to the Company shallor any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement is first distributed to the stockholders of the Purchaser or at the time of the Special Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) The Purchaser, acting through its Boardboard of directors, recommend shall include in the Proxy Statement the recommendation of its board of directors that its stockholders the holders of Purchaser Stock vote in favor of the adoption approval of this Agreement and the transactions contemplated herebyby this Agreement, and, subject to applicable Law and the Board's exercise of its fiduciary duty under applicable Lawduties, exercised after consultation shall not withdraw or modify its recommendation. The Purchaser shall otherwise use its reasonable best efforts to obtain the Purchaser Stockholder Approval and the Management Members shall reasonably cooperate with the Company's outside legal counsel. (d) At Purchaser, including attending and participating in presentation to holders of Purchaser Stock in advance of the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding The Company also shall cooperate with the foregoing, Purchaser and use its reasonable efforts to provide all information reasonably requested by the Purchaser in the event that Sub shall acquire at least 90% connection with any application or other filing made to maintain or secure listing for trading or quotation of the outstanding Shares Purchaser’s securities on the American Stock Exchange, Nasdaq or the Over-the-Counter Bulletin Board (“OTC BB”) following the Closing. (f) Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall bear and pay (i) all costs and expenses incurred in connection with (A) the preparation, filing and mailing of the Proxy Statement, including any amendments or supplements thereto, (B) the preparation, filing and mailing of any other securities filings or correspondence in connection with the Offertransactions contemplated by this Agreement, including, without limitation, any filings made to secure listing for trading of Purchaser’s securities on the American Stock Exchange, Nasdaq, or the OTC BB, (C) calling, giving notice of, convening and holding stockholder meetings for the purpose of seeking Purchaser Stockholder Approval, and (D) the preparation, filing and mailing of any other documents or materials required solely as a direct result of the acquisition of Holdings by a public company, and (ii) all reasonable third party fees and disbursements incurred by the Company (other than accounting fees associated with preparation of financial statements to be included in the Proxy Statement) in connection with the Company’s cooperation, assistance, and review of the foregoing documentation, including, without limitation, reasonable attorney’s fees and expenses. Subject to Section 2.2(c), the Company agreesshall bear and pay all costs and expenses incurred in connection with the preparation, at the request of Sub, subject to Article VI, to take all necessary delivery and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting review of the Company's stockholders, in accordance with Section 253 financial statements of the DGCLCompany and Holdings to be included in the Proxy Statement (“Accounting Fees”).

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation receipt by the Purchaser from the Company of all financial and other information relating to the OfferCompany as the Purchaser may reasonably request for its preparation, the Company Purchaser shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the proxy statement Securities and Exchange Commission (the "Proxy Statement"“Commission”) to be mailed to the stockholders of the Company in connection with the meeting of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of under the Exchange Act. The Company will notify Parent Act proxy materials for the purpose of the receipt soliciting proxies from holders of any comments from the SEC or its staff and Purchaser Stock to vote in favor of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to (i) the approval of the transactions contemplated by this Agreement (the “Purchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to a name selected by the Company's stockholders there shall occur any event that should be set forth in Purchaser (the “Name Change Amendment”), (iii) an amendment to remove the preamble and sections A through D, inclusive, of Article Sixth from the Purchaser’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan or supplement other equity incentive plan (the “Purchaser Plan”) at a meeting of holders of Purchaser Stock to be called and held for such purpose (the Proxy Statement, “Special Meeting”). Such proxy materials shall be in the Company will prepare and mail form of a proxy statement to its stockholders be used for the purpose of soliciting such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law proxies from holders of Purchaser Stock for the matters to duly call, give notice of, convene and hold be acted upon at the Special Meeting as promptly as practicable after (the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby“Proxy Statement”). The Company shall use its reasonable efforts to furnish to the Purchaser all information concerning the Company as the Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on such proxy materials, including amendments thereto, prior to their filing with the Commission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or misleading and notified the Purchaser in writing thereof. The Purchaser, with the assistance of the Company, shall promptly respond to any Commission comments on such proxy materials and shall otherwise use reasonable best efforts to obtain cause the definitive Proxy Statement to be approved by the Commission for distribution to the Purchaser’s stockholders as promptly as practicable. The Purchaser shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Purchaser shall use its reasonable best efforts to cause the shares of Purchaser Stock to be issued pursuant to this Agreement to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Stock reside and to take any other such actions that may be necessary to enable the Purchaser Stock to be issued pursuant to this Agreement in each such jurisdiction. (b) As soon as practicable following the approval by the Commission of the distribution of the definitive Proxy Statement, the Purchaser shall distribute the Proxy Statement to the holders of Purchaser Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and in no event more than 60 days following approval by the Commission of the Proxy Statement and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of the transactions contemplated by this Agreement and the Merger by its stockholdersother matters presented for approval or adoption at the Special Meeting. (c) The Purchaser shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, the Purchaser shall ensure that the Proxy Statement does not, as of the date on which the Proxy Statement is first distributed to the stockholders of the Purchaser, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Purchaser shall not be responsible for the accuracy or completeness of any information relating to the Company shallor any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement is first distributed to the stockholders of the Purchaser or at the time of the Special Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) The Purchaser, acting through its Boardboard of directors, recommend shall include in the Proxy Statement the recommendation of its board of directors that its stockholders the holders of Purchaser Stock vote in favor of the adoption approval of this Agreement and the transactions contemplated herebyby this Agreement, subject and shall otherwise use reasonable best efforts to obtain the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the MergerPurchaser Stockholder Approval. (e) Notwithstanding The Company also shall cooperate with the foregoing, in Purchaser and use its reasonable efforts to provide all information reasonably requested by the event that Sub shall acquire at least 90% of the outstanding Shares Purchaser in connection with the Offer, the Company agrees, at the request of Sub, subject any application or other filing made to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting maintain or secure listing for trading or quotation of the Company's stockholdersPurchaser’s securities on the American Stock Exchange, in accordance with Section 253 of Nasdaq or the DGCLOver-the-Counter Bulletin Board (“OTC BB”) following the Closing.

Proxy Statement; Special Meeting. (a) Promptly Purchaser shall promptly after consummation the execution hereof commence to prepare and, as soon as is reasonably practicable after receipt by Purchaser from Seller of the Offerall financial and other information relating to Seller as Purchaser may reasonably request for inclusion therein, the Company Purchaser shall prepare complete and file with the SECSEC under the Exchange Act, if required and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Purchaser Common Stock to vote in favor of (i) the approval of this Agreement and the Acquisition ("Purchaser Stockholder Approval"), (ii) the change of the name of Purchaser to a name selected by federal securities lawsPurchaser (the "Name Change Amendment"), (iii) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Purchaser's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (iv) the adoption of an incentive equity plan (the "Purchaser Plan") at a preliminary meeting of holders of Purchaser Common Stock to be called and held for such purpose (the "Special Meeting"). The Purchaser Plan shall provide that an aggregate of 1,650,000 shares of Purchaser Common Stock shall be reserved for issuance pursuant to the Purchaser Plan. Such proxy materials shall be in the form of the a proxy statement to be used for the purpose of soliciting such proxies from holders of Purchaser Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement") ). Seller shall furnish to be mailed to the stockholders of the Company Purchaser all information in its possession or control concerning Seller as Purchaser may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement Statement. Seller and its counsel shall be given an opportunity to comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will notify Parent of the receipt of any comments from the SEC or its staff review and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, comment on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed filing with the SEC. Purchaser, with the assistance of Seller, shall promptly respond to any SEC and shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to comments on 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. The Company agrees to shall otherwise use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after cause the Proxy Statement has been cleared to be approved for distribution by the SEC as promptly as practicable. (b) As soon as practicable following the approval for distribution of the Proxy Statement by the SEC, the Company Purchaser shall mail distribute the Proxy Statement to the stockholders holders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there Purchaser Common Stock and, pursuant thereto, shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold call the Special Meeting as promptly as practicable after in accordance with the consummation of Delaware General Corporation Law ("DGCL") and, subject to the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval other provisions of this Agreement and the Merger by its stockholders. (c) The Company shallAgreement, through its Board, recommend that its stockholders solicit proxies from such holders to vote in favor of the adoption of this Agreement and the transactions contemplated herebyapproval of the Acquisition and the other matters presented for approval or adoption at the Special Meeting. (c) Purchaser shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, subject filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Purchaser shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the Board's fiduciary duty holders of Purchaser Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under applicable Lawwhich they were made, exercised after consultation not misleading (provided that Purchaser shall not be responsible for the accuracy or completeness of any information relating to Seller and furnished in writing by Seller for inclusion in the Proxy Statement). Seller represents and warrants that the information relating to Seller supplied by Seller for inclusion in the Proxy Statement will not as of the date on which the Proxy Statement (or any amendment or supplement thereto) is approved for distribution by the SEC or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the Company's outside legal counselstatement therein not false or misleading. (d) At Purchaser, acting through its board of directors, shall include in the Special Meeting, Parent and Sub and Proxy Statement the recommendation of its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them board of directors that the holders of Purchaser Common Stock vote in favor of the Mergerapproval of this Agreement and the Acquisition, and shall otherwise use reasonable best efforts to obtain the Purchaser Stockholder Approval. (e) Notwithstanding the foregoing, in the event that Sub Seller shall acquire at least 90% of the outstanding Shares cooperate with Purchaser and provide all information available to it reasonably requested by Purchaser in connection with any application or other filing made to maintain or secure listing of Purchaser's securities on the OfferAMEX or The Nasdaq Stock Market, Inc. ("Nasdaq") or the Company agrees, at Over-the-Counter Bulletin Board ("OTC BB") following the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLAcquisition.

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after the date hereof, GSME shall prepare proxy materials for the purpose of soliciting proxies from holders of GSME Shares to vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of (i) the approval of the Merger and the transactions contemplated by this Agreement (the “GSME Shareholder Approval”), (ii) the change of the name of GSME to “Plastec Technologies, Ltd.”, (iii) an increase in the number of authorized ordinary GSME Shares to one hundred million (100,000,000), (iv) an adjournment of the Special Meeting if, at the time it is called to order, there are insufficient votes to obtain GSME Shareholder Approval or the holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with GSME’s Charter Documents and (v) such other matters necessary for the consummation of the Offer, transactions contemplated hereby. Such proxy materials shall be in the Company shall prepare and file with the SEC, if required by federal securities laws, a preliminary form of the a proxy statement to be used for the purpose of soliciting such proxies from holders of GSME Shares for the matters to be acted upon at the Special Meeting (the "“Proxy Statement") ”). Plastec shall furnish to be mailed to the stockholders of the Company GSME all information concerning Plastec as GSME may reasonably request in connection with the meeting preparation of such stockholders to consider and vote upon the Merger (the "Special Meeting). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange ActStatement. The Company will notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent Plastec and its counsel the shall be given a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments comment on such proxy materials prior to their being filed with distribution to GSME’s shareholders and GSME will not distribute any documents containing information that Plastec has reasonably determined is incorrect or sent to the SEC. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of misleading and requests by the SEC. notified GSME in writing thereof. (b) As promptly soon as practicable after following the preparation of the definitive Proxy Statement has been cleared by the SECStatement, the Company GSME shall mail distribute the Proxy Statement to the stockholders holders of GSME Shares and, pursuant thereto, shall call the Special Meeting in accordance with the Companies Law (Revised) of the Company. If at any time prior Cayman Islands (the “Companies Law”) and GSME’s Charter Documents and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the approval of this Agreement the Merger and the other transactions contemplated by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company other matters presented for approval or adoption at the Special Meeting. (c) GSME shall use its best efforts to obtain ensure that the Proxy Statement (i) includes the information GSME believes would have been required to be provided to shareholders had GSME not been a “foreign private issuer” (as defined in the Exchange Act) but still had a class of equity securities registered under Section 12 of the Exchange Act and (ii) complies with all applicable provisions of the Companies Law and GSME’s Charter Documents in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, GSME shall ensure that the Proxy Statement does not, as of the date on which the Proxy Statement is first distributed to the shareholders of GSME, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary approval in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that GSME shall not be responsible for the accuracy or completeness of any information relating to Plastec or any other information furnished by Plastec for inclusion in the Proxy Statement). Plastec represents and warrants that so long as GSME is in compliance with the terms of this Agreement Section 6.1, the information relating to Plastec supplied by Plastec for inclusion in the Proxy Statement will not, as of the date on which the Proxy Statement is first distributed to the shareholders of GSME or at the time of the Special Meeting, contain any statement which, at such time and in light of the Merger by its stockholderscircumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (cd) The Company shallGSME, acting through its BoardBoard of Directors, recommend shall include in the Proxy Statement the unanimous recommendation of its Board of Directors that its stockholders the holders of GSME Shares vote in favor of the adoption approval of this Agreement and the transactions contemplated herebyby this Agreement, subject and shall otherwise use reasonable best efforts to obtain the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the MergerGSME Shareholder Approval. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% Plastec and each of the outstanding Shares Plastec Shareholders shall cooperate with GSME and use commercially reasonable efforts to provide all information reasonably requested by GSME in connection with any application or other filing made to secure listing for trading or quotation of GSME’s securities on the Offer, Nasdaq Stock Market following the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLEffective Time.

Proxy Statement; Special Meeting. (a) Promptly As promptly as reasonably practicable after consummation the execution and delivery of this Agreement by the Offerparties hereto, the Company Parent shall prepare and file with the SECSEC under the Exchange Act, if required proxy materials for the purpose of soliciting proxies from the stockholders of Parent (the “Parent Stockholders”) to vote in favor of the approval of this Agreement and the approval of the transactions contemplated by federal securities lawsthis Agreement (collectively, the “Stockholder Approval Matters”) at a preliminary special meeting of Parent Stockholders to be called and held for such purpose (and for such other purposes as may be necessary to effect the transactions contemplated herein) (the “Special Meeting”). Such proxy materials shall be in the form of the a proxy statement to be used for the purpose of soliciting such proxies from Parent Stockholders (such proxy statement, together with any accompanying letter to stockholders, notice of meeting and form of proxy, shall be referred to herein as the "“Proxy Statement"”). Buyer shall make reasonable efforts to respond to reasonable requests in preparation of the Proxy Statement and shall promptly upon the request of Seller, provide any information regarding Buyer which is required to be included in the Proxy Statement. Buyer and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to resolve as promptly as reasonably practicable all SEC comments thereon. Buyer shall use its commercially reasonable efforts to promptly respond to any reasonable requests from Seller to assist Seller in the preparation of, and responding to SEC comments on, information regarding the Buyer included or to be included in the Proxy Statement. (b) Promptly following the resolution of all SEC comments on the Proxy Statement, Parent shall mail the Proxy Statement to Parent stockholders and, pursuant thereto, shall call the Special Meeting in accordance with Chapter 156B of the Massachusetts General Laws (such meeting to be held within forty five (45) days of the date the Proxy Statement is first mailed to Parent Stockholders) and solicit proxies from Parent Stockholders to vote in favor of the Stockholder Approval Matters at the Special Meeting. (c) Parent shall comply with all applicable provisions of and rules and regulations under the Exchange Act and all applicable provisions of Chapter 156B of the Massachusetts General Laws in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement (or any amendment or supplement thereto) does not, as of the date on which it is mailed to Parent Stockholders, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances in which they were made, not false or misleading (provided that the Parent shall not be responsible for the accuracy or completeness of any information relating to the Buyer or any other information furnished by the Buyer in writing for inclusion in the Proxy Statement). (d) Buyer shall promptly inform Parent if any of the information supplied by Buyer in writing for inclusion in the Proxy Statement to be mailed to the stockholders of the Company Parent in connection with the meeting of such stockholders to consider and vote upon Special Meeting will, on the Merger (the "Special Meeting). The Company will cause date the Proxy Statement (or any amendment or supplement thereto) is first mailed to comply as to form in all material respects with Parent Stockholders or at the applicable provisions time of the Exchange Act. The Company will notify Parent Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the receipt circumstances in which they were made, not false or misleading. (e) Parent shall consult with Buyer regarding the date of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC Special Meeting and shall give not postpone or adjourn (other than for the absence of a quorum) the Special Meeting without the consent of Buyer. Parent and its counsel the reasonable 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. The Company agrees to shall use its commercially reasonable best efforts, after consultation with the other parties hereto, efforts to respond promptly to all such comments solicit from its stockholders proxies in favor of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare Stockholder Approval Matters and mail to its stockholders such an amendment or supplement. (b) The Company shall take all other commercially reasonable action necessary in connection with applicable Law or advisable to duly secure the vote or consent of stockholders required to effect the transactions contemplated by this Agreement. Parent’s obligation to call, give notice of, convene and hold the Special Meeting as promptly as practicable after in accordance with this Section 6.7 shall not be limited to or otherwise affected by the consummation commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal or any change in the Board of Directors recommendation regarding any of the Stockholder Approval Matters, except in the case of a Superior Offer or for Parent’s Board of Directors to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use comply with its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholdersfiduciary duties. (cf) The Company shall, through its Board, Subject to Section 6.7(g): (i) the Board of Directors of Parent shall recommend that its Parent’s stockholders vote in favor of and approve the adoption of this Agreement and Stockholder Approval Matters at the transactions contemplated hereby, subject Special Meeting; (ii) the Proxy Statement shall include a statement to the Board's fiduciary duty under applicable Laweffect that the Board of Directors of Parent has recommended that Parent’s stockholders vote in favor of and approve the Stockholder Approval Matters at the Special Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, exercised after consultation with amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Buyer, the Company's outside legal counselrecommendation of the Board of Directors of Parent that Parent’s stockholders vote in favor of and approve the Stockholder Approval Matters. (dg) At Nothing in this Agreement shall prevent the Special MeetingBoard of Directors of Parent from withholding, Parent and Sub and withdrawing, amending or modifying its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them recommendation in favor of the Merger. (e) Notwithstanding Stockholder Approval Matters if the foregoingBoard of Directors of Parent reasonably concludes in good faith, after consultation with its outside counsel, that the failure to withhold, withdraw, amend or modify such recommendation would violate its fiduciary obligations under applicable law or in the event of a Superior Offer; provided that Sub Parent shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject have delivered to Article VI, Buyer a prior written notice advising Buyer that it intends to take all necessary such action and appropriate describing its reasons for taking such action (such notice to cause be delivered not less than three (3) business days prior to the Merger to become effective as soon as reasonably practicable after time such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLaction is taken).

Proxy Statement; Special Meeting. (a) Promptly As soon as is reasonably practicable after consummation receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare proxy materials, with the assistance of the Offer, the Company shall prepare and file with the SECSEC under the Exchange Act, if required by federal securities lawsand with all other applicable regulatory bodies, for the purpose of soliciting proxies from holders of Parent Ordinary Shares to vote, at a preliminary meeting of holders of Parent Ordinary Shares to be called and held for such purpose (the “Special Meeting”), in favor of (A) the adoption of this Agreement and the approval of the Merger (“Parent Shareholder Approval”), (B) amending and restating Parent’s Memorandum and Articles of Association, effective upon the Closing, to be substantially in the form of Exhibit A annexed hereto, providing for, among other things, (I) the proxy statement change of the name of Parent to “Tecnoglass Inc.;” (II) the existence of Parent to be perpetual; and (III) the removal of various provisions no longer applicable to Parent following consummation of the transactions contemplated herein (the "“Charter Amendment”); (C) the adoption of an option plan (the “Parent Plan”); (D) the election to the board of directors of Parent of the individuals identified in the Proxy Statement"; (E) to be mailed to the stockholders approval of the Company convertibility of outstanding promissory notes issued to Parent’s Affiliates in connection with loans made by such Affiliates to Parent to satisfy its working capital needs into Parent Warrants; (F) any other proposals Parent and the meeting Company deem necessary or desirable to effectuate the transactions contemplated herein; and (G) an adjournment proposal, if necessary, to adjourn the Special Meeting if, based on the tabulated vote count, Parent is not authorized to proceed with the Merger. Such proxy materials shall be in the form of a proxy statement to be used for the purposes of soliciting such stockholders proxies from holders of Parent Ordinary Shares for the matters to consider and vote be acted upon at the Merger Special Meeting (the "Special Meeting“Proxy Statement”). The Company will Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to comply be approved by the SEC for mailing to the holders of Parent Ordinary Shares as to form in all material respects with promptly as practicable. Parent will advise the applicable provisions Company promptly after it receives notice thereof, of the Exchange Act. The Company will notify Parent of time when the receipt of any comments from Proxy Statement has been approved by the SEC or its staff and any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC or its staff for amendments or supplements to amendment of the Proxy Statement or for additional information comments thereon and will supply Parent with copies of all correspondence between the Company responses thereto or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. SEC for additional information. (b) As promptly soon as practicable after the Proxy Statement has been cleared following approval by the SEC, the Company Parent shall mail distribute the Proxy Statement to the stockholders holders of Parent Ordinary Shares and, pursuant thereto, shall call the Special Meeting in accordance with the Companies Law for a date no later than thirty (30) days following the approval of the Company. If Proxy Statement by the SEC and, subject to the other provisions of this Agreement, solicit proxies from the holders of Parent Ordinary Shares to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the shareholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described in Section 5.1(a). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the Companies Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. (d) Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Ordinary Shares vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Parent Shareholder Approval. (e) No amendment or supplement to the Proxy Statement will be made by Parent without the approval of the Company which shall not be unreasonably withheld and Parent shall promptly transmit any such amendment or supplement to its shareholders, if at any time prior to the approval of this Agreement by the Company's stockholders Special Meeting there shall occur be discovered any event information that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene and hold the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholders. (c) The Company shall, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counsel. (d) At the Special Meeting, Parent and Sub and its direct and indirect subsidiaries shall vote, or cause to be voted, all Shares owned by them in favor of the Merger. (e) Notwithstanding the foregoing, in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Proxy Statement; Special Meeting. (a) Promptly As soon as reasonably practicable after consummation receipt by Buyer from Target of the Offerall financial and other information relating to Target as Buyer may reasonably request for its preparation, the Company which Target shall deliver as soon as reasonably practicable, Buyer shall prepare and file with the SECSEC under the Securities Act and the Exchange Act, if required by federal securities laws, and with all other applicable regulatory bodies a preliminary form of the proxy statement (the "“Proxy Statement"”) for the purpose of soliciting proxies from holders of Buyer Common Stock to vote, at a meeting of holders of Buyer Common Stock to be mailed called and held for the purpose (the “Special Meeting”), of Buyer’s shareholders approving the issuance of Buyer Common Stock to Sellers pursuant to the stockholders conversion of the Company Preferred Stock into Buyer Common Stock in connection accordance with the meeting Certificate of such stockholders to consider and vote upon the Merger Designations attached as Exhibit F (the "Special Meeting“Buyer Stockholder Approval”). The Company will Sellers and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. Buyer shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to comply be declared effective by the SEC as promptly as practicable. Buyer shall also take any and all actions required to form satisfy the requirements of the Securities Act and the Exchange Act. (b) As soon as practicable following the approval of the Proxy Statement by the SEC, Buyer shall distribute the Proxy Statement and shall call the Special Meeting for a date no later than thirty (30) days following the approval of the Proxy Statement by the SEC in all material respects accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the issuance of Buyer Common Stock to Sellers pursuant to the conversion of the Preferred Stock into Buyer Common Stock in accordance with the Certificate of Designations attached as Exhibit F. Upon receipt of the Buyer Stockholder Approval, Buyer shall convert the Closing Shares into Buyer Common Stock pursuant to the Certificate of Designations attached as Exhibit F. (c) Buyer shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the Exchange Act. The Company will notify Parent DGCL in the preparation, filing and distribution of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the reasonable 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. The Company agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will prepare solicitation of proxies thereunder, and mail to its stockholders such an amendment or supplement. (b) The Company shall take all action necessary in connection with applicable Law to duly call, give notice of, convene the calling and hold holding of the Special Meeting as promptly as practicable after the consummation of the Offer to consider and vote upon this Agreement and the transactions contemplated hereby. The Company shall use its best efforts to obtain the necessary approval of this Agreement and the Merger by its stockholders. (c) The Company shall, through its Board, recommend that its stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, subject to the Board's fiduciary duty under applicable Law, exercised after consultation with the Company's outside legal counselMeeting. (d) At Until such time as the Special MeetingPreferred Stock has been converted into Buyer Common Stock, Parent and Sub and its direct and indirect subsidiaries Buyer shall votenot issue any shares of Buyer Common Stock or preferred stock or other securities convertible into Buyer Common Stock or preferred stock except (i) to Sellers, or cause (ii) pursuant to be voted, all Shares owned by them in favor transfers of shares of Buyer Common Stock issued and outstanding as of the Merger. date of this Agreement; or (eiii) Notwithstanding the foregoing, pursuant to existing warrants and stock options described in the event that Sub shall acquire at least 90% of the outstanding Shares in connection with the Offer, the Company agrees, at the request of Sub, subject to Article VI, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCLBuyer SEC Documents.