Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response. (b) Buyer 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, Buyer shall ensure that the Proxy Statement will not, as of the filing date of the Proxy Statement (or any amendment or supplement thereto) or 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 the light of the circumstances under which they were made, not misleading (provided that Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent furnished by Seller Parent for inclusion in the Proxy Statement). (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635.

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days As soon as practicable following the date of this Agreement, Seller shall prepare (with Buyer’s reasonable cooperation) and, no later than ten (10) days or such other later date as mutually agreed upon by Seller and Buyer in writing, file with the SEC a preliminary proxy statement in preliminary form relating to the solicitation Stockholder Meeting (the “Proxy Statement”). Seller will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of proxies from the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be filed with the SEC and then mailed to stockholders of Buyer for Seller as soon as reasonably practicable (and in any event within five (5) Business Days) after the Buyer Stockholder Approval and earlier to occur of: (Ai) respond promptly to any if Seller does not receive comments made by from the SEC with respect to the preliminary proxy statement Proxy Statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer does not reasonably believe that it will review the preliminary proxy statementreceive comments, the eleventh (11th) calendar day immediately following the SEC staff’s clearance date of filing of the preliminary proxy statement (Proxy Statement with the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval SEC and (ii) cause a special meeting of its if Seller does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments; provided, however, in no event will Seller be required to file the Proxy Statement with the SEC prior to the record date for Company stockholders entitled to vote at the Stockholder Meeting as set forth in the preliminary Proxy Statement (the “Special Meeting”) such record date to be duly calleddetermined by Seller, noticed and held no later than the twelfth subject to Buyer’s approval (12th) day following the Mailing Date for the purpose of obtaining the such approval not to be unreasonably withheld)). Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made cooperate with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement, including providing to Seller any and all information regarding Buyer and its Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. Prior Seller shall notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to filing the Proxy Statement or for additional information and shall provide Buyer with copies of all substantive correspondence between Seller or any of its representatives, on the one hand, and the SEC or its staff, on the other hand and also provide Buyer with copies of any written comments, and advise Buyer of any oral comments, in each case, with respect to the Proxy Statement received from the SEC. (b) Each of Seller and Xxxxx agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date of mailing to Seller stockholders and at the time of the Stockholder Meeting to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to receipt of Stockholder Approval, any event occurs with respect to Seller or Buyer or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement so that the Proxy Statement shall not contain an untrue statement or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party of such event and Seller shall promptly file, with Buyer’s cooperation, any necessary amendment or supplement to the Proxy Statement. Seller will also advise Buyer, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Seller shall (i) provide Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseresponse (which comments shall be considered by Seller in good faith) and (ii) not file or mail such document, or respond to the SEC, prior to receiving the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed, except that no such Buyer approval shall be required in connection with an Adverse Recommendation Change, the exercise by Seller of its rights and obligations under Section 6.02 or if required by the SEC or appliable Law. (bd) Buyer shall comply with all applicable provisions Seller shall, as soon as practicable following the date of this Agreement and rules under subject to 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, SEC and the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer shall ensure that the Proxy Statement will not, as of the filing date SEC staff completing their review (or no review) of the Proxy Statement (or any amendment or supplement theretoas contemplated by Section 6.11(a) or and as may be amended as provided in Section 6.11(b), duly call, give notice of, convene and hold a meeting of the date holders of Common Stock (the Special “Stockholder Meeting”) for the purpose of seeking the Stockholder Approval. Seller may not postpone or adjourn the Stockholder Meeting without the prior written consent of Xxxxx. Notwithstanding the foregoing, Seller may postpone or adjourn the Stockholder Meeting (on one or more occasions) (i) with the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure that Seller has determined in good faith in consultation with its outside counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Seller’s stockholders prior to the Stockholder Meeting, contain any untrue statement (iv) to allow additional solicitation of a material fact or omit to state a material fact necessary votes in order to make obtain the statements madeStockholder Approval or (v) if required by applicable Law; provided, that Seller may not postpone or adjourn the Stockholder Meeting more than a total of two (2) times pursuant to the preceding clause (iv). The notice of such Stockholder Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholder Meeting. Unless the Seller Board has effected an Adverse Recommendation Change in accordance with Section 6.02(d), (x) the light Seller Board shall recommend to holders of Common Stock that they adopt this Agreement and shall include such recommendation and the circumstances under which they were made, not misleading (provided that Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent furnished by Seller Parent for inclusion Determination in the Proxy Statement). (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and (y) Seller shall use reasonable best efforts to solicit the Stockholder Approval. Seller shall not include in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal (other than the recommendation Transactions). Without limiting the generality of the Board of Directors of Buyer that stockholders vote foregoing and except as provided in favor of the issuance of Buyer Common StockSection 6.02, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to unless this Agreement and the Financing has been terminated in accordance with NASDAQ Rule 5635its terms, Seller shall submit the Transactions and this Agreement for the approval of its stockholders at the Stockholder Meeting whether or not an Adverse Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to Seller, the Seller Board, Seller’s Representatives or stockholders.

Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s Organizational Documentsamended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (525) Business Days following calendar days after the date of this Agreement), a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than (provided that the later of (x) Buyer shall not be required to mail the expiration of Proxy Statement until the ten (10)-day period required by SEC Rule 14a-6 and (y) if 2011 Audited Financial Statements have been included in the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the twelfth Proxy Statement, subject to adjournments for up to thirty (12th30) day following additional days solely to the Mailing Date extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. The Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement and the FinancingAgreement. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to the Buyer all information concerning Seller Parent the Company and its the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant to the rules and regulations of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer shall provide Seller Parent the Sellers’ Representative with an opportunity to review and comment on such document or response. (b) The Buyer 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 Buyer shall ensure that the Proxy Statement will not, as of the filing date of the Proxy Statement (or any amendment or supplement thereto) or 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 the light of the circumstances under which they were made, not misleading (provided that the Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent the Sellers or the Company furnished by a Seller Parent or the Company for inclusion in the Proxy Statement). Each Seller and the Company covenants and agrees, severally and not jointly, that the information relating to such Seller or the Company, as applicable, supplied by such Seller or the Company for inclusion in the Proxy Statement will not, as of the filing date of the Proxy Statement (or any amendment or supplement thereto) or as of the date of the Special Meeting, contain any statement which, at such time and in the 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, in the light of the circumstances under which they were made, not false or misleading. (c) Neither the Buyer nor the Board of Directors of the Buyer shall (i) fail to as promptly as practicable (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement the recommendation of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock, all as required and Stock pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parentthe Company or the Sellers, its recommendation that the Buyer’s stockholders approve the issuance of the Buyer Common Stock pursuant to this Agreement in accordance with NASDAQ Rule 5635 (any of such actions in clauses (i) and (ii), a “Buyer Triggering Action”), unless (i) the Financing Board of Directors of the Buyer determines in good faith, after receiving advice of outside counsel, that the failure to effect such Buyer Triggering Action would be inconsistent with the exercise of its fiduciary duties to the stockholders of the Buyer under applicable Law and (ii) the Buyer provides to the Sellers written notice of the determination of its Board of Directors to effect such Buyer Triggering Action two (2) Business Days prior to taking such action. Unless this Agreement shall have been terminated in accordance with Article IX (including, for the avoidance of doubt, Section 9.1(f)), the Buyer shall submit the issuance of the Buyer Common Stock pursuant to this Agreement in accordance with NASDAQ Rule 5635 to its stockholders for approval without regard to whether the Board of Directors of the Buyer has withdrawn, modified or qualified, or has publicly proposed to withdraw, modify or qualify, in a manner adverse to the Sellers, its recommendation that the Buyer’s stockholders approve the issuance of the Buyer Common Stock pursuant to this Agreement in accordance with NASDAQ Rule 5635.

Proxy Statement; Special Meeting. (a) As soon as reasonably practicable after receipt by Buyer shallfrom Target of all financial and other information relating to Target as Buyer may reasonably request for its preparation, in accordance with applicable Law and Buyer’s Organizational Documents: (i) which Target shall deliver as soon as reasonably practicable, Buyer shall prepare and file with the SEC no later than five (5) Business Days following under the date of this AgreementSecurities Act and the Exchange Act, and with all other applicable regulatory bodies a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive 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 to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 called and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders held for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders purpose (the “Special Meeting”) ), of Buyer’s shareholders approving 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 (“Buyer Stockholder Approval”). 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 be duly calleddeclared effective by the SEC as promptly as practicable. Buyer shall also take any and all actions required to 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, noticed Buyer shall distribute the Proxy Statement and held shall call the Special Meeting for a date no later than the twelfth thirty (12th30) day days following the Mailing Date for approval of the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include by the recommendation SEC in accordance with the DGCL and, subject to the other provisions of the Board of Directors of Buyer that stockholders this Agreement, solicit proxies from such holders to vote in favor of the issuance of Buyer Common Stock to Sellers pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made conversion of the Preferred Stock into Buyer Common Stock in accordance with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries Certificate of Designations attached as Buyer may reasonably request in connection with the preparation Exhibit F. Upon receipt of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoBuyer Stockholder Approval, Buyer shall provide Seller Parent with an opportunity convert the Closing Shares into Buyer Common Stock pursuant to review and comment on such document or response.the Certificate of Designations attached as Exhibit F. (bc) Buyer 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 . (d) Until such time as the foregoingPreferred Stock has been converted into Buyer Common Stock, Buyer shall ensure that the Proxy Statement will notnot 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, as or (ii) pursuant to transfers of the filing date shares of the Proxy Statement (or any amendment or supplement thereto) or Buyer Common Stock issued and outstanding as of the date of the Special Meeting, contain any untrue statement of a material fact this Agreement; or omit (iii) pursuant to state a material fact necessary in order to make the statements made, existing warrants and stock options described in the light of the circumstances under which they were made, not misleading (provided that Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent furnished by Seller Parent for inclusion in the Proxy Statement)SEC Documents. (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635.

Proxy Statement; Special Meeting. (a) Buyer shallAs promptly as practicable after the date hereof (and in any event within 15 Business Days), in accordance with applicable Law and Buyer’s Organizational Documents: (i) Seller shall prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to be used in connection with the solicitation of proxies from for use at the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Shareholder Meeting (the “Proxy Statement”) ). Seller and Buyer shall use commercially reasonable efforts to be mailed respond to Buyer’s stockholders no later than the later of (x) the expiration any comments of the ten (10)-day period required 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 shareholders the Proxy Statement and all other proxy materials for such Shareholder Meeting. Each of Seller and Buyer shall promptly correct any information provided by SEC Rule 14a-6 it for use in the Proxy Statement if and (y) if to the SEC advises Buyer extent that it will review shall have become false or misleading in any material respect. If necessary in order to comply with applicable securities laws, after the preliminary Proxy Statement shall have been so mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy statementmaterial, and, if required in connection therewith, resolicit proxies. Subject to Section 6.02, the day following Seller Board shall recommend that the SEC staffstockholders of Seller vote to authorize the Transactions (“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 made a Change of Recommendation. (b) Seller shall, in accordance with the MBCA and Seller’s clearance Organizational Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of the preliminary proxy statement its shareholders (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Shareholder Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Shareholder Approval and the other matters described in this Section 6.15(b) 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 Xxxxx). Seller shall use commercially reasonable efforts to solicit from its shareholders proxies for the purposes of obtaining the Shareholder Approval and to obtain Shareholder Approval in accordance with the MBCA, Seller’s Organizational Documents, the Exchange Act and the rules of Nasdaq. Seller shall, upon the reasonable request of Xxxxx, advise Buyer Stockholder at least on a daily basis on each of the last seven Business Days prior to the date of the Shareholder Meeting as to the aggregate tally of proxies received by Seller with respect to the Shareholder Approval. The Proxy Statement shall include Without the recommendation prior written consent of Buyer, the Board adoption of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement Transactions, a non-binding vote on executive compensation, and approval of a name change of Seller (as contemplated under Section 6.16) shall not incorporate be the only matters (other than procedural matters) that Seller shall propose to be acted on by reference any information from any other filing made with the SEC. shareholders of Seller Parent at the Shareholder Meeting. (c) Buyer shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries Buyer as Buyer may be reasonably request requested in connection with the preparation and filing with the SEC of the Proxy StatementStatement so as to comply with applicable Law. Prior Buyer and its counsel shall be given a reasonable opportunity to filing review and comment on the preliminary and definitive Proxy Statement before such document (or mailing any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Xxxxx 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 Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect theretoor its staff, (ii) provide Buyer shall provide Seller Parent with an and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and comment on (iii) consider for inclusion in Seller’s written response to such document or response. (b) comments any input reasonably and timely proposed by Buyer shall comply with all applicable provisions of and rules under the Exchange Act its counsel. Buyer hereby represents, covenants and all applicable provisions agrees that none of the DGCL information to be supplied by or on behalf of Buyer or any Affiliate thereof for inclusion or incorporation by reference 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, Buyer shall ensure that the Proxy Statement will notshall, as at the date it is first mailed to the shareholders of Seller or at the time of the filing date Shareholders Meeting or at the time of the Proxy Statement (or any amendment or supplement thereto) or as of the date of the Special Meetingthereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading (provided misleading; provided, however, that no representation or warranty is made by Buyer shall not be responsible for with respect to statements made or incorporated by reference therein to the accuracy or completeness of any extent based on information relating to Seller Parent furnished supplied by Seller Parent for inclusion in the Proxy Statement). (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file connection with the SEC the preliminary or definitive Proxy Statement and include in preparation of the Proxy Statement the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval inclusion or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635incorporation by reference therein.

Proxy Statement; Special Meeting. (a) Buyer shallParent shall prepare and, in accordance with applicable Law as soon as is reasonably practicable after receipt by Parent from the Company of all financial and Buyer’s Organizational Documents: (i) prepare and other information relating to the Company as is necessary for its preparation, file with the SEC no later than five (5) Business Days following under the date of this AgreementExchange Act, a preliminary proxy statement relating to and with all other applicable regulatory bodies, the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) /Prospectus to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date used for the purpose of obtaining soliciting proxies from holders of Parent Common Stock (the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the election to the board of directors of Parent of the individuals identified on Schedule 5.2 of the Parent Schedule for the class of director set forth opposite the name of such individual (the “Director Proposal”); (iii) the approval of certain changes to Parent’s Charter Documents, to be effective from and after the Closing, including the change of the name of Parent to “Barkbox Inc.”, an increase in the number of authorized shares of Parent Common Stock to 500,000,000 and other mutually agreed upon changes to Parent’s capitalization structure and amendments to Article Sixth 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 and such other amendments proposed by the Company that are reasonably acceptable to Parent (the “Charter Amendments Proposals”) and related non-binding advisory proposals in accordance with the requirements of the SEC, (iv) approval of the issuance of Buyer more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement and the FinancingPIPE Investment, pursuant to NYSE requirements (the “Stock Issuance Proposal”), (v) the adoption of the Parent Plan and an employee stock purchase plan under Section 423 of the Code (the “ESPP”) (the “Plan Proposals”), and (vi) approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, including an adjournment proposal (together with the Merger Proposal, Director Proposal, Charter Amendments Proposals, the Stock Issuance Proposal and Plan Proposals, the “Stockholder Matters”) at a meeting of Parent Stockholders to be called and held for such purpose (the “Special Meeting”). Without the prior written consent of the Company, the Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent Stockholders at the Special Meeting. The Proxy Statement Parent Plan shall provide that not incorporate by reference any information from any less than 10% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing less the Excess Shares (or such other filing made with number of shares as Parent and the SECCompany may otherwise agree following the Agreement Date) shall be reserved for issuance pursuant to the Parent Plan which shall include a customary evergreen provision. Seller The ESPP shall provide that not less than 2% of the total number of shares of Parent Common Stock to be issued and outstanding after the Closing (or such other number of shares as Parent and the Company may otherwise agree following the date hereof) shall be reserved for issuance pursuant to the ESPP which shall include a customary evergreen provision. The Company shall furnish to Buyer Parent all information concerning Seller Parent and its Subsidiaries the Company as Buyer may reasonably request is necessary in connection with the preparation of the Proxy Statement/Prospectus and shall otherwise assist and cooperate with Parent as reasonably requested by Parent. Prior The Company and its counsel shall be given a reasonable opportunity to review, comment on and approve in writing the preliminary Proxy Statement/Prospectus prior to its filing with the SEC and any other amendments or documents filed with the SEC and Parent shall not file any documents with the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. Parent shall also take all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Parent and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, (y) cause the Registration Statement or mailing to be declared effective as promptly as practicable and (z) keep the Proxy Registration Statement (or any amendment or supplement thereto) or responding effective as long as is necessary to any comments of consummate the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseMerger. (b) Buyer As soon as reasonably practicable following the approval of the Proxy Statement/Prospectus and the declaration of the effectiveness of the Form S-4 by the SEC (the “SEC Approval Date”) (and in any event, within seven (7) Business Days after the SEC Approval Date), Parent shall (i) no later than within three (3) Business Days following the date upon which the Form S-4 becomes effective, distribute the Proxy Statement/Prospectus to the Parent Stockholders, (ii) having, prior to the SEC Approval Date, established the record date therefor, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, on a date no later than forty-five (45) days following the SEC Approval Date (subject to postponement or adjournment in accordance with this Section 5.1(b)), and (iii) subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the Parent Stockholders for approval or adoption at the Special Meeting, including, without limitation, the Stockholder Matters. Notwithstanding the foregoing provisions of this Section 5.1(b), Parent shall, after consultation with the Company in good faith, be entitled to make one or more successive postponements or adjournments of the Special Meeting (i) to ensure that any supplement or amendment to the Proxy Statement/Prospectus that Parent has determined in good faith is required to satisfy the conditions of Section 5.1(c) below or any other applicable Legal Requirement or (ii) if on a date for which the Special Meeting is scheduled, Parent reasonably determines that the Merger cannot be consummated for any reason; provided, that Parent continues to satisfy its obligations under Section 5.1(d) below and Parent shall reconvene such Special Meeting as promptly as practicable following such time as the matters described in clauses (i) and (ii) have been resolved. (c) Parent shall comply with all applicable provisions of and rules under the Securities Act, the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer shall ensure Parent represents and warrants that the Proxy Statement will Statement/Prospectus shall not, as of the filing date of the Proxy Statement (or any amendment or supplement thereto) or on which it is first distributed 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 necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading (provided that Buyer Parent shall not be responsible for the accuracy or completeness of any information relating to Seller Parent the Company or any other information furnished by Seller the Company in writing for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that all financial and other information relating to the Company provided in writing to Parent for inclusion in the Proxy Statement/Prospectus shall not, as of the date it is first distributed 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 necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information relating to Parent or any other information furnished by Parent in writing specifically for inclusion in the Proxy Statement/Prospectus). No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made without the approval of Parent and the Company (such approval not to be unreasonably withheld, conditioned or delayed). (cd) Neither Buyer nor the Board Parent, acting through its board of Directors of Buyer directors, shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement Statement/Prospectus the recommendation of its board of directors that the Board of Directors of Buyer that stockholders Parent Stockholders vote in favor of the issuance adoption of Buyer Common Stockthis Agreement and the approval of the Merger and the other matters referred to in Section 5.1(a), all as required and pursuant shall otherwise use reasonable best efforts to this Agreement, (C) solicit proxies from its stockholders for obtain approval of the Buyer Stockholder Approval matters referred to in Section 5.1(a). Neither Parent’s board of directors nor any committee or (ii) agent or representative thereof shall withdraw, modify or qualify, or propose publicly proposed to withdraw, or modify or qualify, in a manner adverse to Seller Parentthe Company, its the Parent board of director’s recommendation that Buyer’s stockholders approve the issuance Parent Stockholders vote in favor of Buyer Common Stock pursuant the adoption of any of the Stockholder Matters. No amendment or supplement to this Agreement the Proxy Statement/Prospectus will be made by Parent without the written approval of the Company, which shall not be unreasonably withheld, conditioned, or delayed, and Parent shall promptly transmit any such amendment or supplement to the Financing Parent Stockholders, if at any time prior to the Special Meeting there shall be discovered any information that should be set forth in accordance with NASDAQ Rule 5635an amendment or supplement to the Proxy Statement/Prospectus.

Proxy Statement; Special Meeting. (a) Buyer The Company, at the direction of the Board of Directors, shall, in accordance with applicable Law law and Buyerthe 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 Organizational Documents: stockholders (iand 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 and restate the Company’s certificate of incorporation to increase the number of authorized Shares (the “Authorized Shares Proposal”), remove certain transfer restrictions set forth in Section 4.4 of the Certificate of Incorporation (the “Transfer Restriction Removal Proposal”), and eliminate the Class B common stock and the Series B Junior Participating Preferred Stock (the “Elimination Proposal”), (2) approve the issuance and sale of the Purchase Shares hereunder pursuant to Nasdaq Listing Rule 5635 (the “Nasdaq Approval Proposal”), and (3) approve the Plan (the “Plan Proposal”). The Authorized Shares Proposal, the Transfer Restriction Removal Proposal, the Elimination Proposal, the Nasdaq Approval Proposal, and the Plan Proposal are referred to as the “Proxy Proposals.” (b) As soon as reasonably practicable after the date hereof, the Company, at the direction of the Board of Directors, shall prepare and file with the SEC no later than five (5) Business Days following SEC, pursuant to and in accordance with Regulation 14A under the date of this AgreementExchange Act, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) and form of proxy for the consideration and approval by the holders of Shares of the Proxy Proposals and shall cause the Proxy Statement and form of proxy to be mailed disseminated to Buyer’s stockholders no later than holders of Shares in accordance with the later of (x) the expiration applicable requirements of the ten (10)-day period required by SEC Rule 14a-6 Exchange Act and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approvalapplicable law. The Proxy Statement shall include the recommendation notice of meeting in the Board of Directors of Buyer that stockholders vote in favor of form required by the issuance of Buyer Common Stock pursuant to this Agreement and the FinancingDelaware General Corporation Law. The Proxy Statement Purchaser shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall promptly furnish to Buyer the Company all information concerning Seller Parent and its Subsidiaries as Buyer the Purchaser that may be required by applicable law or reasonably request requested by the Company for inclusion in connection with the preparation of the Proxy Statement. Prior The Company agrees (1) to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding use its reasonable best efforts to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response. (b) Buyer 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, Buyer shall ensure that the Proxy Statement and form of proxy as filed by it will not, as comply in all material respects with the applicable provisions of the filing date of Exchange Act and (2) that the information in the Proxy Statement and form of proxy (excluding any information supplied to the Purchaser by or any amendment or supplement thereto) or as on behalf of the date of the Special Meeting, Purchaser for inclusion therein) will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading (provided misleading. The Purchaser agrees that Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent furnished by Seller Parent for inclusion in the Proxy Statement)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 efforts to respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement and form or proxy, and each of the Company and the Purchaser agrees to promptly correct any information provided by it for use in the Proxy Statement and form of proxy if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by applicable law. The Company shall use its commercially reasonable efforts to take all steps necessary to amend or supplement the Proxy Statement and form of proxy and to cause the 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, in each case as and to the extent required by applicable law. The Purchaser and its counsel 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 entitled to vote at the Stockholder Meeting. The Company shall provide the Purchaser 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 Purchaser and its counsel a reasonable opportunity to review and comment on any proposed written or oral responses to such comments. (c) Neither Buyer nor The Board of Directors shall recommend that the holders of Shares approve the Proxy Proposals (the “Stockholder Vote Recommendations”) and shall cause the Stockholder Vote Recommendations to be included in the Proxy Statement. Subject to Section 3.10, unless this Agreement has been terminated pursuant to Section 4.2, the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) not withdraw, modify or qualify, qualify the Stockholder Vote Recommendations in any manner or publicly propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635do so.

Proxy Statement; Special Meeting. (a) Buyer shallAs soon as is reasonably practicable after receipt by Delcorp from the Company of all financial and other information relating to the Company as Delcorp may reasonably request for its preparation, in accordance Delcorp shall prepare with applicable Law the assistance of the Company, and Buyer’s Organizational Documents: (i) prepare and after the Company has given its consent to the form of the prospectus/proxy statement to be included therein, which such consent shall not be unreasonably withheld, file with the SEC no later than five (5) Business Days following under the date of this AgreementSecurities Act and the Exchange Act, and with all other applicable regulatory bodies, a preliminary proxy registration statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC on Form S-4 with respect to the preliminary proxy statement and cause a definitive proxy statement shares of Delcorp Common Stock to the issued in the Merger (the “Proxy Registration Statement”) ), which shall include proxy materials for the purpose of soliciting proxies from holders of Delcorp Common Stock to vote, at a meeting of holders of Delcorp Common Stock to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 called and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders held for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders such purpose (the “Special Meeting”), in favor of (i) the adoption of this Agreement and the approval of the Merger (“Delcorp Stockholder Approval”), (ii) amending and restating Delcorp’s certificate of incorporation, effective upon the Closing, to be duly calledsubstantially in the form of Exhibit B hereto, noticed providing for, among other things, (A) the change of the name of Delcorp to “Primoris Corporation;” (B) an increase in the number of authorized shares of Delcorp Common Stock to 60,000,000; (C) the existence of Delcorp to be perpetual; (D) and held the removal of the preamble and sections A through D, inclusive, thereof and the redesignation of section E of Article Seventh as Article Seventh (the “Charter Amendment”); (iii) the adoption of an Incentive Compensation Plan (the “Delcorp Plan”); and (iv) an adjournment proposal, if necessary, to adjourn the Special Meeting if, based on the tabulated vote count, Delcorp is not authorized to proceed with the Merger. The Delcorp Plan shall provide that an aggregate of no later less than 1,520,000 shares of Delcorp Common Stock shall be reserved for issuance pursuant to the twelfth (12th) day following Delcorp Plan. Such proxy materials shall be in the Mailing Date form of a prospectus/proxy statement to be used for the purpose of obtaining soliciting proxies from holders of Delcorp Common Stock for the Buyer Stockholder Approvalmatters to be acted upon at the Special Meeting and also for the purpose of issuing Delcorp Common Stock to holders of Company Common Stock in connection with the Merger (the “Proxy Statement/Prospectus”). The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent Company shall furnish to Buyer Delcorp all information concerning Seller Parent and its Subsidiaries the Company as Buyer Delcorp may reasonably request in connection with the preparation of the Proxy Registration Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer The Company and its counsel shall provide Seller Parent with be given an opportunity to review and comment on the preliminary Registration Statement prior to its filing with the SEC. Delcorp, with the assistance of the Company, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. Delcorp shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Delcorp shall use its reasonable best efforts to cause the shares of Delcorp 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 in which such document registration or responsequalification is required and to take any other such actions that may be necessary to enable the Delcorp Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) Buyer As soon as practicable following the declaration of effectiveness of the Registration Statement by the SEC, Delcorp shall distribute the Proxy Statement/Prospectus to the holders of Delcorp Common Stock and, pursuant thereto, 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 accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Delcorp for approval or adoption at the Special Meeting, including, without limitation, the matters described in Section 5.1(a). Delcorp shall also distribute the Proxy Statement/Prospectus to the holders of Company Common Stock and shall include therewith a notice, prepared by the Company, advising such holders of their appraisal rights pursuant to Applicable Nevada Law. (c) Delcorp 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 Registration Statement and the Proxy Statement/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer Delcorp shall ensure that the Proxy Statement will Statement/Prospectus does not, as of the filing date of on which the Proxy Registration Statement (or any amendment or supplement thereto) or is declared effective, 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 the light of the circumstances under which they were made, not misleading (provided that Buyer Delcorp shall not be responsible for the accuracy or completeness of any information relating to Seller Parent the Company or any other information furnished by Seller Parent the Company for inclusion in the Proxy Statement/Prospectus). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement/Prospectus will not as of the date on which the Registration Statement (or any amendment or supplement thereto) is declared effective 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. The Company shall not be responsible for the accuracy or completeness of any information relating to Delcorp or any other information furnished by Delcorp for inclusion in the Proxy Statement/Prospectus. (cd) Neither Buyer nor the Board Delcorp, acting through its board of Directors of Buyer directors, shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and include in the Proxy Statement Statement/Prospectus the recommendation of its board of directors that the Board holders of Directors of Buyer that stockholders Delcorp Common Stock vote in favor of the issuance adoption of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Delcorp Stockholder Approval.

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days As soon as practicable following the date of this Agreement, Seller shall prepare (with Buyer’s reasonable cooperation) and, no later than ten (10) days or such other later date as mutually agreed upon by Seller and Buyer in writing, file with the SEC a preliminary proxy statement in preliminary form relating to the solicitation Stockholder Meeting (the “Proxy Statement”). Seller will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of proxies from the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be filed with the SEC and then mailed to stockholders of Buyer for Seller as soon as reasonably practicable (and in any event within five (5) Business Days) after the Buyer Stockholder Approval and earlier to occur of: (Ai) respond promptly to any if Seller does not receive comments made by from the SEC with respect to the preliminary proxy statement Proxy Statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer does not reasonably believe that it will review the preliminary proxy statementreceive comments, the eleventh (11th) calendar day immediately following the SEC staff’s clearance date of filing of the preliminary proxy statement (Proxy Statement with the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval SEC and (ii) cause a special meeting of its if Seller does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments; provided, however, in no event will Seller be required to file the Proxy Statement with the SEC prior to the record date for Company stockholders entitled to vote at the Stockholder Meeting as set forth in the preliminary Proxy Statement (the “Special Meeting”) such record date to be duly calleddetermined by Seller, noticed and held no later than the twelfth subject to Buyer’s approval (12th) day following the Mailing Date for the purpose of obtaining the such approval not to be unreasonably withheld)). Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made cooperate with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement, including providing to Seller any and all information regarding Buyer and its Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. Prior Seller shall notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to filing the Proxy Statement or for additional information and shall provide Buyer with copies of all substantive correspondence between Seller or any of its representatives, on the one hand, and the SEC or its staff, on the other hand and also provide Buyer with copies of any written comments, and advise Buyer of any oral comments, in each case, with respect to the Proxy Statement received from the SEC. (b) Each of Seller and Buxxx xgrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date of mailing to Seller stockholders and at the time of the Stockholder Meeting to be held in connection with the Transactions, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to receipt of Stockholder Approval, any event occurs with respect to Seller or Buyer or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement so that the Proxy Statement shall not contain an untrue statement or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party of such event and Seller shall promptly file, with Buyer’s cooperation, any necessary amendment or supplement to the Proxy Statement. Seller will also advise Buyer, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Seller shall (i) provide Buyer shall provide Seller Parent with an opportunity to review and comment on such document or responseresponse (which comments shall be considered by Seller in good faith) and (ii) not file or mail such document, or respond to the SEC, prior to receiving the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed, except that no such Buyer approval shall be required in connection with an Adverse Recommendation Change, the exercise by Seller of its rights and obligations under Section 6.02 or if required by the SEC or appliable Law. (bd) Buyer shall comply with all applicable provisions Seller shall, as soon as practicable following the date of this Agreement and rules under subject to 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, SEC and the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer shall ensure that the Proxy Statement will not, as of the filing date SEC staff completing their review (or no review) of the Proxy Statement (or any amendment or supplement theretoas contemplated by Section 6.11(a) or and as may be amended as provided in Section 6.11(b), duly call, give notice of, convene and hold a meeting of the date holders of Common Stock (the Special “Stockholder Meeting”) for the purpose of seeking the Stockholder Approval. Seller may not postpone or adjourn the Stockholder Meeting without the prior written consent of Buxxx. Notwithstanding the foregoing, Seller may postpone or adjourn the Stockholder Meeting (on one or more occasions) (i) with the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure that Seller has determined in good faith in consultation with its outside counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Seller’s stockholders prior to the Stockholder Meeting, contain any untrue statement (iv) to allow additional solicitation of a material fact or omit to state a material fact necessary votes in order to make obtain the statements madeStockholder Approval or (v) if required by applicable Law; provided, that Seller may not postpone or adjourn the Stockholder Meeting more than a total of two (2) times pursuant to the preceding clause (iv). The notice of such Stockholder Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholder Meeting. Unless the Seller Board has effected an Adverse Recommendation Change in accordance with Section 6.02(d), (x) the light Seller Board shall recommend to holders of Common Stock that they adopt this Agreement and shall include such recommendation and the circumstances under which they were made, not misleading (provided that Buyer shall not be responsible for the accuracy or completeness of any information relating to Seller Parent furnished by Seller Parent for inclusion Determination in the Proxy Statement). (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file with the SEC the preliminary or definitive Proxy Statement and (y) Seller shall use reasonable best efforts to solicit the Stockholder Approval. Seller shall not include in the Proxy Statement any proposal to vote upon or consider any Acquisition Proposal (other than the recommendation Transactions). Without limiting the generality of the Board of Directors of Buyer that stockholders vote foregoing and except as provided in favor of the issuance of Buyer Common StockSection 6.02, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to unless this Agreement and the Financing has been terminated in accordance with NASDAQ Rule 5635its terms, Seller shall submit the Transactions and this Agreement for the approval of its stockholders at the Stockholder Meeting whether or not an Adverse Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to Seller, the Seller Board, Seller’s Representatives or stockholders.

Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) 5.11.1 As promptly as practicable after the date hereof Seller shall prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to be used in connection with the solicitation of proxies from for use at the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement Shareholder Meeting (the “Proxy Statement”) ). Seller and Purchaser shall use commercially reasonable efforts to be mailed respond to Buyer’s stockholders no later than the later of (x) the expiration any comments of the ten (10)-day period required 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 shareholders the Proxy Statement and all other proxy materials for such Shareholder Meeting. Each of Seller and Purchaser shall promptly correct any information provided by SEC Rule 14a-6 it for use in the Proxy Statement if and (y) if to the SEC advises Buyer extent that it will review shall have become false or misleading in any material respect. If necessary, in order to comply with applicable securities laws, after the preliminary Proxy Statement shall have been so mailed, Seller shall promptly circulate amended, supplemental or supplemented proxy statementmaterial, and, if required in connection therewith, resolicit proxies. Subject to Section 5.10, the day following Seller Board shall recommend that the SEC staff’s clearance stockholders of Seller vote to authorize and approve the preliminary proxy statement transactions contemplated by this Agreement (the “Mailing DateSeller Board Recommendation”) and shall include in the Proxy Statement such recommendation, subject to the other terms of this Agreement; 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 made a Change of Recommendation. 5.11.2 Seller shall, in accordance with the General Corporation Law of the State of Delaware (Bthe “DGCL”) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause Seller’s Organizational Documents, establish a special record date for, duly call, give notice of, convene and hold a meeting of its stockholders shareholders (the “Special Shareholder Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder 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 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 last five Business Days prior to the date of the Shareholder Meeting as to the aggregate tally of proxies received by Seller with respect to the Shareholder Approval. The Proxy Statement shall include Without the recommendation prior written consent of Purchaser, the Board adoption of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement transactions contemplated hereby and the anticipated dissolution of Seller shall not incorporate be the only matters (other than procedural matters) that Seller shall propose to be acted on by reference any information from any other filing made with the SEC. shareholders of Seller Parent at the Shareholder Meeting. 5.11.3 Purchaser shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries Purchaser as Buyer may be reasonably request requested in connection with the preparation and filing with the SEC of the Proxy StatementStatement so as to comply with Applicable Law. Prior Purchaser and its counsel shall be given a reasonable opportunity to filing review and comment on the preliminary and definitive Proxy Statement before such document (or mailing 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 Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect theretoor its staff, Buyer shall (ii) provide Seller Parent with an Purchaser and its counsel a reasonable opportunity to review Seller’s proposed response to such comments, and comment on (iii) consider for inclusion in Seller’s written response to such document or response. (b) Buyer shall comply with all applicable provisions of comments any input reasonably and rules under the Exchange Act timely proposed by Xxxxxxxxx and all applicable provisions its counsel. Purchaser hereby represents, covenants and agrees that none of the DGCL information to be supplied by or on behalf of Purchaser or any Affiliate thereof for inclusion or incorporation by reference 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, Buyer shall ensure that the Proxy Statement will notshall, as at the date it is first mailed to the shareholders of Seller or at the time of the filing date Shareholders Meeting or at the time of the Proxy Statement (or any amendment or supplement thereto) or as of the date of the Special Meetingthereof, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were are made, not misleading (provided misleading; provided, however, that Buyer shall not be responsible for no representation or warranty is made by Purchaser with respect to statements made or incorporated by reference therein to the accuracy or completeness of any extent based on information relating to Seller Parent furnished supplied by Seller Parent for inclusion in the Proxy Statement). (c) Neither Buyer nor the Board of Directors of Buyer shall (i) fail to (A) call, notice or hold the Special Meeting, (B) prepare and file connection with the SEC the preliminary or definitive Proxy Statement and include in preparation of the Proxy Statement the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock, all as required and pursuant to this Agreement, (C) solicit proxies from its stockholders for the Buyer Stockholder Approval inclusion or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Seller Parent, its recommendation that Buyer’s stockholders approve the issuance of Buyer Common Stock pursuant to this Agreement and the Financing in accordance with NASDAQ Rule 5635incorporation by reference therein.