Common use of Proxy Statement; Special Meeting Clause in Contracts

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 amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the 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 (25) 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 (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the 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 Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the 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. 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. The Company shall furnish to the Buyer all information concerning the Company and 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 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 the Sellers or the Company furnished by a Seller 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 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 the 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 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) Except as specifically permitted by Section 7.12(c), the Buyer Seller shall, in accordance with applicable Law the DGCL and the BuyerSeller’s amended and restated certificate of incorporation and amended bylaws, establish a record date for, duly call, give notice of, convene and restated by-laws: hold a meeting of its stockholders (ithe “Stockholder Meeting”) prepare and file with the 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 (25) calendar days after the date of this Agreement)hereof, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer 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 (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 (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer secure such Stockholder Approval in accordance with the DGCL and Seller’s certificate of incorporation and bylaws. (iib) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held as As promptly as practicable after the date of this Agreement hereof (and in no any event later than forty five within 15 Business 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 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. 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 6.2, to the extent permitted by applicable law, Seller Board shall recommend that the stockholders of Seller vote in favor of approval of the sale of the Acquired Assets pursuant to this Agreement and the transaction contemplated hereby (45“Seller Board Recommendation”) calendar days after mailing of 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, subject to adjournments for up to thirty (30) additional days solely to if it shall have made a Change in Recommendation. Without limiting the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as generality of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c)foregoing, unless this Agreement is otherwise terminated in accordance with its terms, the Proxy Statement shall include the recommendation approval of the Board of Directors sale of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock Acquired Assets pursuant to this Agreement. The Company Agreement and the Transactions contemplated hereby shall be submitted to Seller’s stockholders at the Stockholder Meeting whether or not any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Seller. (c) Buyer shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries Buyer, as the Buyer may be reasonably request requested in connection with the preparation and filing with the SEC of the Proxy Statement, including, without limitation, selected financial data Statement so as to comply with applicable law. Buyer and management’s discussion its counsel shall be given a reasonable opportunity to review and analysis of financial condition comment on the preliminary and results of operations as required pursuant to the rules and regulations of definitive Proxy Statement before such document (or any amendment or supplement thereto) is filed with the SEC, and Seller shall consider in such document any comments reasonably and timely proposed by Buyer and its counsel. Prior 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 filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect theretoor its staff, the (ii) provide Buyer shall provide the Sellers’ Representative with an and its counsel a reasonable opportunity to review and comment on Seller’s proposed response to 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 thereundercomments, 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 theretoiii) 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 the Sellers or the Company furnished by a Seller or the Company consider for inclusion in the Proxy Statement). Each Seller and the Company covenants and agrees, severally and not jointly, that the information relating Seller’s written response to such Seller or the Company, as applicable, supplied comments any input reasonably and timely proposed 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 Buyer 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 misleadingits counsel. (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 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 the 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 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) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-lawsOrganizational Documents: (i) prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in SEC 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 (255) calendar days after 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 promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (provided 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 Buyer shall not be required to mail preliminary proxy statement, the Proxy Statement until day following the 2011 Audited Financial Statements have been included in SEC staff’s clearance of the Proxy Statementpreliminary 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 as promptly as practicable after the date of this Agreement (and in no event later than forty five the twelfth (4512th) calendar days after mailing of day following the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the 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 AgreementAgreement and the Financing. The Company Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to the Buyer all information concerning the Company Seller Parent and the Company its 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 the Sellers’ Representative Seller Parent 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 the Sellers or the Company Seller Parent furnished by a Seller or the Company Parent 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 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 the Company or the SellersSeller Parent, 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 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 Financing in accordance with NASDAQ Rule 5635.

Proxy Statement; Special Meeting. As promptly as practicable following the Closing Date, and in any event within ten (a10) Except as specifically permitted by Section 7.12(c)Business Days of the Closing Date, the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) Company shall prepare and file with the U.S. Securities and Exchange Commission (the “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 (25) calendar days after the date of this Agreement), a preliminary form of 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 (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the 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 shareholders of the Proxy Statement, subject to adjournments for up to thirty Company (30) additional days solely to the 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. 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. The Company shall furnish to the Buyer all information concerning the Company so amended and the Company Subsidiaries as the Buyer may reasonably request in connection together 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 any other amendments thereof or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect supplements thereto, the Buyer “Proxy Statement”) at which shareholders shall be asked to approve the Amendment. Notwithstanding the foregoing, the Company shall provide the Sellers’ Representative Investors with an a reasonable 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 such Proxy Statement shall be in a form reasonably acceptable to the Investors prior to its filing with the SEC. The Company will not, use reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as of promptly as reasonably practicable after confirmation from the filing date of SEC that it has no further comments on the Proxy Statement (or any amendment that the Proxy Statement is otherwise not to be reviewed by the SEC or supplement thereto) or no notice of review is received within 10 days of filing the preliminary Proxy Statement, and in either event such mailing shall occur as soon as practicable following the 10th day following the date of filing of the date preliminary Proxy Statement). Except with respect to the Information with respect to the Investors to be provided to the Company expressly for inclusion in the Proxy Statement as provided for below, the Company will cause the information included in the Proxy Statement, at the time of the mailing or filing with the SEC of the Proxy Statement or any amendments or supplements thereto, and at the time of the Special Meeting, not to 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 the Sellers or the Company furnished by a Seller 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 statements therein, in the light of the circumstances under which they were made, not false or misleading. (c) Neither . Each Investor shall provide to the Buyer nor Company all information concerning such Investor as may be reasonably requested by the Board of Directors Company in connection with the preparation of the Buyer Proxy Statement and shall (i) fail otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments of the SEC or its staff related thereto; provided that the Company shall give the Investor a reasonable opportunity to as promptly as practicable (A) callreview revised drafts of the Proxy Statement and related filings and draft responses to the SEC and its staff related to the resolution of such comments and shall consider in good faith comments proposed by the Investors for incorporation in such drafts, notice correspondence and filings; provided, further, to the extent the disclosure in such revised drafts of the Proxy Statement and related filings or hold such responses to the SEC and its staff relate to the Investors, the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by the Investors. Each Investor will use reasonable best efforts to cause the information supplied by it expressly for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Special Meeting, (B) prepare and file not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation or warranty shall be made by such Investor with the SEC the preliminary respect to any information included or definitive Proxy Statement and include incorporated by reference in the Proxy Statement Statement, other than the recommendation information supplied by such Investor expressly for inclusion or incorporation by reference in the Proxy Statement. The Company shall mail to the holders of Common Stock determined as 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, (C) solicit proxies from its stockholders record date established for the Buyer Stockholder Approval or Special Meeting a Proxy Statement (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the date the Company elects to take such action or is required to take such action, 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 ActionProxy Date”), unless (i) the 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) Except as specifically permitted by Section 7.12(c), the Buyer shall, in accordance with applicable Law and the Buyer’s amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly As soon 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 (25) calendar days after 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 and promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until and does not reasonably believe that it will receive comments, the 2011 Audited Financial Statements have been included in eleventh (11th) calendar day immediately following the date of filing of the preliminary Proxy Statement) and (B) solicit proxies from its stockholders for Statement with the Buyer Stockholder Approval SEC and (ii) cause a special meeting of its stockholders (if Seller does receive comments from the “Special Meeting”) SEC with respect to be duly calledthe preliminary Proxy Statement, noticed and held as promptly as practicable after clearance by the date of this Agreement (and SEC with respect to such comments; provided, however, in no event later than forty five (45) calendar days after mailing of will Seller be required to file the Proxy StatementStatement 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 (such record date to be determined by Seller, subject to adjournments for up Buyer’s approval (such approval not to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the be unreasonably withheld)). Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) for the purpose of obtaining the Buyer Stockholder Approval. 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. The Company shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request cooperate with Seller in connection with the preparation of the Proxy Statement, including, without limitation, selected financial data including providing to Seller any and management’s discussion all information regarding Buyer and analysis of financial condition and results of operations its Affiliates as may be required pursuant to be disclosed therein as promptly as possible after the rules and regulations date hereof. Seller shall notify Buyer promptly of the SEC. Prior 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, the Seller shall (i) provide Buyer shall provide the Sellers’ Representative 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) The 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, the 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, in that Seller may not postpone or adjourn the light Stockholder Meeting more than a total of the circumstances under which they were made, not misleading two (provided that the Buyer shall not be responsible for the accuracy or completeness of any information relating 2) times pursuant to the Sellers or the Company furnished by a Seller or the Company for inclusion in the Proxy Statementpreceding clause (iv). Each 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 Seller Board shall recommend to holders of Common Stock that they adopt this Agreement and shall include such recommendation 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 Determination in the Proxy Statement will not, as of and (y) Seller shall use reasonable best efforts to solicit 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, Stockholder Approval. Seller shall 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 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 the Buyer that stockholders vote foregoing and except as provided in favor of the issuance of the Buyer Common Stock pursuant to this AgreementSection 6.02, (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 the Company or the Sellers, its recommendation that the Buyer’s stockholders approve the issuance of the Buyer Common Stock pursuant to unless this Agreement in accordance with NASDAQ Rule 5635 (any of such actions in clauses (i) and (ii), a “Buyer Triggering Action”), unless (i) the 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 has been terminated in accordance with Article IX (includingits terms, for the avoidance of doubt, Section 9.1(f)), the Buyer Seller shall submit the issuance of the Buyer Common Stock pursuant to Transactions and this Agreement in accordance with NASDAQ Rule 5635 to for the approval of its stockholders for approval without regard 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 whether Seller, the Board of Directors of the Buyer has withdrawnSeller Board, modified Seller’s Representatives 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 5635stockholders.

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 amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as As promptly as practicable after the date of this Agreement hereof (and in no any 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 (25) calendar days after the date of this Agreementwithin 15 Business Days), Seller shall prepare and file with the SEC 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 promptly 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 (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 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 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 6.02, the Seller Board shall recommend that the Buyer stockholders 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 mail the Proxy Statement until the 2011 Audited Financial Statements have been included 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 (B) solicit proxies from its stockholders for the Buyer Stockholder Approval Seller’s Organizational Documents, establish a record date for, duly call, give notice of, convene and (ii) cause hold a special meeting of its stockholders shareholders (the “Special Shareholder 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 Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the 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. Except Shareholder Approval and the other matters described in this Section 6.15(b) as specifically permitted by Section 7.12(c), 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 include use commercially reasonable efforts to solicit from its shareholders proxies for the recommendation 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 at least on a daily basis on each of the Board of Directors 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. Without the prior written consent of Buyer, the adoption of this Agreement and the Transactions, a non-binding vote on executive compensation, and approval of a name change of Seller (as contemplated under Section 6.16) shall be the only matters (other than procedural matters) that Seller shall propose to be acted on by the shareholders of Seller at the Shareholder Meeting. (c) Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this Agreement. The Company shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries Buyer as the Buyer may be reasonably request requested in connection with the preparation and filing with the SEC of the Proxy Statement, including, without limitation, selected financial data Statement so as to comply with applicable Law. Buyer and management’s discussion its counsel shall be given a reasonable opportunity to review and analysis of financial condition comment on the preliminary and results of operations as required pursuant to the rules and regulations of definitive Proxy Statement before such document (or 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. Prior 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 filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect theretoor its staff, the (ii) provide Buyer shall provide the Sellers’ Representative 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) The 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, the 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 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 the Sellers or the Company furnished by a Seller 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 statements therein, in the light of the circumstances under which they were are made, not false misleading; provided, however, that no representation or misleading. (c) Neither warranty is made by Buyer with respect to statements made or incorporated by reference therein to 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 extent based on information supplied by Seller in 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 the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock 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 the 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 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 5635incorporation by reference therein.

Proxy Statement; Special Meeting. (a) Except Parent shall prepare and, as specifically permitted soon as is reasonably practicable after receipt by Section 7.12(cParent from the Company of all financial and other information relating to the Company as is necessary for its preparation, file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Proxy Statement/Prospectus to be used for the purpose of soliciting proxies from holders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of (i) the adoption of this Agreement and the approval of the Merger (the “Merger Proposal”), (ii) the Buyer shallelection 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 applicable Law and the Buyer’s amended and restated certificate requirements of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as promptly as practicable after (iv) approval of the date issuance of more than 20% of the issued and outstanding shares of the Parent Common Stock pursuant to this Agreement (and in no event later than the later of (x) ten (10) calendar days after the Company delivers PIPE Investment, pursuant to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) 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 NYSE requirements (the “Proxy StatementStock 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 mailed to Buyer’s stockholders necessary or appropriate in connection with the transactions contemplated hereby, including an adjournment proposal (provided that together with the Buyer shall not be required to mail Merger Proposal, Director Proposal, Charter Amendments Proposals, the Proxy Statement until Stock Issuance Proposal and Plan Proposals, the 2011 Audited Financial Statements have been included in the Proxy Statement“Stockholder Matters”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause at a special meeting of its stockholders 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 duly called, noticed acted on by the Parent Stockholders at the Special Meeting. The Parent Plan shall provide that not less than 10% of the total number of shares of Parent Common Stock to be issued and held as promptly as practicable outstanding after the date Closing less the Excess Shares (or such other number of this shares as Parent and the Company may otherwise agree following the Agreement (and in no event later Date) shall be reserved for issuance pursuant to the Parent Plan which shall include a customary evergreen provision. The ESPP shall provide that not less than forty five (45) calendar days after mailing 2% of the Proxy Statement, subject total number of shares of Parent Common Stock to adjournments 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 up to thirty (30) additional days solely issuance pursuant to the 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. Except as specifically permitted by Section 7.12(c), the Proxy Statement ESPP which 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 Agreementa customary evergreen provision. The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the 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. 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 to be declared effective as promptly as practicable and (z) keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) 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, selected financial data and management’s discussion and analysis the Stockholder Matters. Notwithstanding the foregoing provisions of financial condition and results 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 operations as required pursuant the Special Meeting (i) to ensure that any supplement or amendment to the rules and regulations Proxy Statement/Prospectus that Parent has determined in good faith is required to satisfy the conditions of the SEC. Prior to filing the Proxy Statement or mailing the Proxy Statement (Section 5.1(c) below or any amendment other applicable Legal Requirement or supplement thereto(ii) or responding 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 any comments of 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 SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review matters described in clauses (i) and comment on such document or response(ii) have been resolved. (bc) The Buyer 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, the 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 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 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 Buyer Company shall not be responsible for the accuracy or completeness of any information relating to the Sellers Parent or the Company any other information furnished by a Seller or the Company Parent in writing specifically for inclusion in the Proxy Statement/Prospectus). Each Seller No filing of, or amendment or supplement to the Proxy Statement/Prospectus will be made without the approval of Parent and the Company covenants and agrees, severally and (such approval 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 unreasonably withheld, conditioned or necessary in order to make the statement therein, in the light of the circumstances under which they were made, not false or misleadingdelayed). (cd) Neither the Buyer nor the Board Parent, acting through its board of Directors of the Buyer directors, 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 Statement/Prospectus the recommendation of its board of directors that the Board of Directors of the Buyer that stockholders Parent Stockholders vote in favor of the issuance adoption of this Agreement and the approval of the Buyer Common Stock pursuant Merger and the other matters referred to this Agreementin Section 5.1(a), (C) solicit proxies from its stockholders for and shall otherwise use reasonable best efforts to 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 the Company or Company, the Sellers, its Parent board of director’s recommendation that the Buyer’s stockholders approve the issuance Parent Stockholders vote in favor of the Buyer Common Stock pursuant to this Agreement in accordance with NASDAQ Rule 5635 (adoption of any of such actions in clauses (i) and (ii), a “Buyer Triggering Action”), unless (i) the Board of Directors Stockholder Matters. No amendment or supplement to the Proxy Statement/Prospectus will be made by Parent without the written approval of the Buyer determines in good faithCompany, after receiving advice of outside counselwhich shall not be unreasonably withheld, that the failure to effect conditioned, or delayed, and Parent shall promptly transmit any such Buyer Triggering Action would be inconsistent with the exercise of its fiduciary duties amendment or supplement to the stockholders of the Buyer under applicable Law and (ii) the Buyer provides Parent Stockholders, if at any time prior 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 Special Meeting there shall have been terminated be discovered any information that should be set forth 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 an amendment or qualified, or has publicly proposed to withdraw, modify or qualify, in a manner adverse supplement 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 5635Proxy Statement/Prospectus.

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 amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as As promptly as practicable after the date of this Agreement (hereof, the Parent shall prepare 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 (25) 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 file with the SEC with respect to the preliminary proxy statement and promptly cause a definitive proxy statement (the “Parent Proxy Statement”) to be mailed to Buyer’s stockholders (provided that ), which shall include proxy materials for the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit purpose of soliciting proxies from its stockholders for holders of Parent Common Stock to vote in favor of (i) the Buyer Stockholder Approval adoption of this Agreement and the approval of the transactions set forth herein, (ii) cause the amendment and restatement of the Parent’s certificate of incorporation in the form attached hereto as Exhibit A, (iii) the adoption of the Stock Incentive Plan and the Cash Bonus Plan and (iv) the change of the Parent’s name to Workflow Corporation, at a special meeting of its stockholders the holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”) to be duly called, noticed and held as promptly as practicable after ). The Registration Statement shall also include the date of this Agreement (and in no event later than forty five (45) calendar days after mailing of the Company Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) Statement which shall include proxy materials for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation soliciting proxies from holders of the Board of Directors of the Buyer that stockholders Company’s Capital Stock to vote in favor of the issuance adoption of this Agreement and the Buyer Common Stock pursuant to this Agreement. Mergers. (b) The Company shall furnish to the Buyer Parent all information concerning the Company and the Company Subsidiaries as the Buyer Parent may reasonably request in connection with the preparation of the Parent Proxy Statement. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Parent Proxy Statement, including, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant shall otherwise use commercially reasonable efforts to resolve any such SEC comments relating to the rules and regulations of Parent Proxy Statement. Notwithstanding the SEC. Prior foregoing, prior to filing the Proxy Statement or mailing the Parent Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Buyer Parent shall provide the SellersCompany and the Securityholders’ Representative with an opportunity to review and comment on such document or response. (bc) The Buyer Parent shall use its commercially reasonable best efforts to cause the Parent Proxy Statement to be mailed to its stockholders as promptly as practicable after resolution of all SEC comments. Parent shall, as promptly as permitted under applicable Law and in its charter and by-laws, call the Special Meeting 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 transactions set forth therein to the holders of Parent Common Stock for approval or adoption at the Special Meeting. (d) 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 mailing of the Parent Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special MeetingMeeting and the issuance of the shares of Parent Common Stock. Without limiting the foregoing, the Buyer Parent shall ensure that the Parent Proxy Statement will does not, as of the filing date on which it is distributed to the holders of the Proxy Statement (or any amendment or supplement thereto) or 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 the light of the circumstances under which they were made, not misleading (provided that the Buyer Parent shall not be responsible for the accuracy or completeness of any information relating to the Sellers Company or the Company any other information furnished by a Seller or the Company for inclusion in the Parent Proxy Statement). Each Seller and the The Company covenants and agrees, severally and not jointly, agrees that the information relating to such Seller or the Company, as applicable, Company supplied by such Seller or the Company for inclusion in the Parent Proxy Statement will not, as of the filing mailing date of the Parent Proxy Statement (or any amendment or supplement thereto) or as of ), at the date time 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, therein not false or misleading. (ce) Neither the Buyer nor the Board The Parent, acting through its board of Directors of the Buyer directors, 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 Parent Proxy Statement the recommendation of its board of directors that the Board holders of Directors of the Buyer that stockholders Parent Common Stock vote in favor of the issuance adoption of this Agreement and approval of the Buyer Common Stock pursuant transactions set forth therein, and shall otherwise use commercially reasonable efforts to this Agreement, (C) solicit proxies from its stockholders for obtain the Buyer Parent Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the 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 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 5635Approval.

Proxy Statement; Special Meeting. (a) Except as specifically permitted by Section 7.12(c)The Company, at the Buyer direction of the Board of Directors, shall, in accordance with applicable Law law and the BuyerCertificate 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 amended stockholders (and restated 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 amended eliminate the Class B common stock and restated by-laws: the Series B Junior Participating Preferred Stock (ithe “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, as promptly as practicable after the date of this Agreement (pursuant to and in no event later than accordance with Regulation 14A under the later of (x) ten (10) calendar days after the Company delivers to the Buyer the Unaudited Financial Statements and (y) twenty-five (25) calendar days after the date of this Agreement)Exchange 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 promptly cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders (provided that and form of proxy for the Buyer consideration and approval by the holders of Shares of the Proxy Proposals and shall not be required to mail cause the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting form of its stockholders (the “Special Meeting”) proxy to be duly called, noticed and held as promptly as practicable after disseminated to holders of Shares in accordance with the date of this Agreement (and in no event later than forty five (45) calendar days after mailing applicable requirements of the Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the 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 ApprovalExchange Act and applicable law. Except as specifically permitted by Section 7.12(c), the The Proxy Statement shall include the recommendation notice of meeting in the Board of Directors of form required by the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementDelaware General Corporation Law. The Company Purchaser shall promptly furnish to the Buyer Company all information concerning the Company and Purchaser that may be required by applicable law or reasonably requested by the Company Subsidiaries as the Buyer may reasonably request for inclusion 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 . The Company agrees (1) to the rules and regulations of the SEC. Prior use its reasonable best efforts 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 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 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 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 the Sellers or the Company furnished by a Seller 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 statements therein, in the light of the circumstances under which they were made, not misleading. The Purchaser 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 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 misleadingmisleading 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 The Board of Directors shall recommend that the Buyer nor 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 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 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 the 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 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 5635do so.

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 amended and restated certificate of incorporation and amended and restated by-laws: (i) prepare and file with the SEC, as As promptly as practicable after the date of this Agreement (hereof, and in no any event later than the later of (x) ten (10) calendar days after the Company delivers on or prior to February 14, 2008, the Buyer shall prepare and file with the Unaudited Financial Statements SEC under the Exchange Act, and (y) twenty-five (25) calendar days after the date of this Agreement)with all other applicable regulatory bodies, a preliminary proxy statement relating pursuant to the solicitation Section 14(a) 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 Exchange Act (the “Preliminary Proxy Statement”), which shall include proxy materials for the purpose of soliciting proxies from holders of the Buyer’s Stock to vote in favor of the adoption of this Agreement and the approval of the transactions set forth therein (“Buyer Stockholder Approval”) at a meeting of the holders of the Buyer’s Stock to be mailed to Buyer’s stockholders (provided that the Buyer shall not be required to mail the Proxy Statement until the 2011 Audited Financial Statements have been included in the Proxy Statement) called 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”) as provided below. Such proxy materials shall be in the form of a proxy statement 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 Proxy Statement, subject to adjournments for up to thirty (30) additional days solely to the extent necessary to solicit additional proxies if the Buyer Stockholder Approval is not obtained as of the initial Special Meeting date) used for the purpose of obtaining the Buyer Stockholder Approval. Except as specifically permitted by Section 7.12(c), the Proxy Statement shall include the recommendation soliciting such proxies from holders of the Board of Directors of the Buyer that stockholders vote in favor of the issuance of the Buyer Common Stock pursuant to this AgreementBuyer’s Stock. The Company shall furnish to the Buyer all information concerning the Company and the Company Subsidiaries as the Buyer may reasonably request in connection with the preparation of the Preliminary Proxy Statement. The Buyer shall promptly respond to any SEC comments on the Preliminary Proxy Statement, includingwith the assistance of the Company, without limitation, selected financial data and management’s discussion and analysis of financial condition and results of operations as required pursuant shall otherwise use commercially reasonable efforts to resolve any such SEC comments relating to the rules Preliminary Proxy Statement. The Buyer shall also take any and regulations all such actions to satisfy the requirements of the SECSecurities Act and the Exchange Act. Prior 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 Buyer shall provide the Sellers’ Representative with an opportunity to review and comment on such document or response. (b) As promptly as practicable (and in any event within five (5) Business Days) following the resolution of any SEC comments on the Preliminary Proxy Statement, the Buyer 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 Buyer’s Stock and, pursuant thereto, shall, as promptly as permitted under applicable Law and in its Charter and by-laws, call the Special Meeting 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 transactions set forth therein to the stockholders of the Buyer for approval or adoption at the Special Meeting. (c) 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 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 Buyer Company shall ensure that the Definitive Proxy Statement will does not, as of the filing date on which it is distributed to the holders of the Proxy Statement (or any amendment or supplement thereto) or Buyer’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 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 the Sellers Company or the Company any other information furnished by a Seller or the Company for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement). Each Seller and the The Company covenants and agrees, severally and not jointly, agrees that the information relating to such Seller or the Company, as applicable, Company supplied by such Seller or 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) or ), as the case may be, or, in the case of the date Definitive Proxy Statement, at the time 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, therein not false or misleading. (cd) Neither The Buyer, acting through its board of directors, shall include in 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 Preliminary Proxy Statement and include in the Definitive Proxy Statement the recommendation of its board of directors that the Board of Directors holders of the Buyer that stockholders Buyer’s Stock vote in favor of the issuance adoption of this Agreement and approval of the Buyer Common Stock pursuant transactions set forth therein, and shall otherwise use commercially reasonable efforts to this Agreement, (C) solicit proxies from its stockholders for obtain the Buyer Stockholder Approval or (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the 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 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 5635Approval.