Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information relating to the Company as the Parent may reasonably request for its preparation, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby (“Parent Stockholder Approval”) at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the “Proxy Statement”). The Company shall furnish to the Parent all information concerning the Company as the Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. The Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to this Agreement to be registered or qualified under all applicable blue sky laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, the Members reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable after receipt the execution and delivery of this Agreement by the Parent from the Company of all financial and other information relating to the Company as the Parent may reasonably request for its preparationparties hereto, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders the stockholders of Parent Common Stock (the “Parent Stockholders”) to vote in favor of the adoption approval of this Agreement and the approval of the transactions contemplated hereby by this Agreement (collectively, the “Parent Stockholder ApprovalApproval Matters”) at a special meeting of holders of Parent Common Stock Stockholders to be called and held for such purpose (and for such other purposes as may be necessary to effect the transactions contemplated herein) (the “Special Meeting”). Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders Parent Stockholders (such proxy statement, together with any accompanying letter to stockholders, notice of Parent Common Stock for the matters meeting and form of proxy, shall be referred to be acted upon at the Special Meeting (herein as the “Proxy Statement”). The Company Buyer shall furnish make reasonable efforts to the Parent all information concerning the Company as the Parent may reasonably request respond to reasonable requests in connection with the preparation of the Proxy Statement and shall promptly upon the request of Seller, provide any information regarding Buyer which is required to be included in the Proxy Statement. The Company Buyer and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. The Parent, with the assistance of the Company, Parent shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC resolve as promptly as practicablereasonably practicable all SEC comments thereon. The Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent Buyer shall use its commercially reasonable best efforts to cause promptly respond to any reasonable requests from Seller to assist Seller in the shares of Parent Common Stock preparation of, and responding to SEC comments on, information regarding the Buyer included or to be issued pursuant to this Agreement to be registered or qualified under all applicable blue sky laws of each of included in the states and territories of the United States in which it is believed, based on information furnished by the Company, the Members reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdictionProxy Statement.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Parent Purchaser from the Company of all financial and other information relating to the Company as the Parent Purchaser may reasonably request for its preparation, the Parent Purchaser shall prepare and file with the SEC Securities and Exchange Commission (“Commission”) under the Exchange Act, and with all other applicable regulatory bodies, Act proxy materials for the purpose of soliciting proxies from holders of Parent Common Purchaser Stock to vote in favor of the adoption of this Agreement and (i) the approval of the transactions contemplated hereby by this Agreement (the “Parent Purchaser Stockholder Approval”), (ii) the change of the name of the Purchaser to a name selected by the Purchaser (the “Name Change Amendment”), (iii) an amendment to remove the preamble and sections A through D, inclusive, of Article Sixth from the Purchaser’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Incentive Stock Option Plan or other equity incentive plan (the “Purchaser Plan”) at a meeting of holders of Parent Common Purchaser Stock to be called and held for such purpose (the “Special Meeting”). Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Purchaser Stock for the matters to be acted upon at the Special Meeting (the “Proxy Statement”). The Company shall use its reasonable efforts to furnish to the Parent Purchaser all information concerning the Company as the Parent Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement such proxy materials, including amendments thereto, prior to its their filing with the SECCommission and the Purchaser will not file any documents containing information that the Company has reasonably determined is incorrect or misleading and notified the Purchaser in writing thereof. The ParentPurchaser, with the assistance of the Company, shall promptly respond to any SEC Commission comments on the Proxy Statement such proxy materials and shall otherwise use reasonable best efforts to cause the definitive Proxy Statement to be approved by the SEC Commission for distribution to the Purchaser’s stockholders as promptly as practicable. The Parent Purchaser shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent Purchaser shall use its reasonable best efforts to cause the shares of Parent Common Purchaser Stock to be issued pursuant to this Agreement to be registered or qualified under all applicable blue sky laws Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Members Company Stock reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Purchaser Stock to be issued pursuant to this Agreement in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable after receipt the execution and delivery of this Agreement by the Parent from the Company of all financial and other information relating to the Company as the Parent may reasonably request for its preparationparties hereto, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders the stockholders of Parent Common Stock (the "Parent Stockholders") to vote in favor of the adoption approval of this Agreement and the approval of the transactions contemplated hereby by this Agreement (“Parent collectively, the "Stockholder Approval”Approval Matters") at a special meeting of holders of Parent Common Stock Stockholders to be called and held for such purpose (and for such other purposes as may be necessary to effect the “transactions contemplated herein) (the "Special Meeting”"). Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders Parent Stockholders (such proxy statement, together with any accompanying letter to stockholders, notice of Parent Common Stock for meeting and form of proxy, shall be referred to herein as the matters to be acted upon at the Special Meeting (the “"Proxy Statement”"). The Company Buyer shall furnish make reasonable efforts to the Parent all information concerning the Company as the Parent may reasonably request respond to reasonable requests in connection with the preparation of the Proxy Statement and shall promptly upon the request of Seller, provide any information regarding Buyer which is required to be included in the Proxy Statement. The Company Buyer and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. The Parent, with the assistance of the Company, Parent shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC resolve as promptly as practicablereasonably practicable all SEC comments thereon. The Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent Buyer shall use its commercially reasonable best efforts to cause promptly respond to any reasonable requests from Seller to assist Seller in the shares of Parent Common Stock preparation of, and responding to SEC comments on, information regarding the Buyer included or to be issued pursuant to this Agreement to be registered or qualified under all applicable blue sky laws of each of included in the states and territories of the United States in which it is believed, based on information furnished by the Company, the Members reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdictionProxy Statement.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Parent from the Company and Noble of all financial and other information relating to the Company and Noble as the Parent may reasonably request for its preparation, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a proxy materials statement (“Proxy Statement”) to be used for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the transactions contemplated hereby Transaction Merger, (ii) the change of the name of Parent to “Allied Esports Entertainment, Inc.”, (iii) an increase in the number of authorized shares of Parent Common Stock to a number mutually agreeable to Parent and the Company, (iv) amendments to Parent’s Certificate of Incorporation to be effective from and after the Closing to amend Article Sixth thereof so that the existence of Parent shall be perpetual and to remove all SPAC-related provisions that will no longer be applicable to Parent following the Closing, (v) the election to the board of directors of Parent of the individuals identified on Schedule 6.3 (the matters set forth in clauses (i) through (v) being referred to herein as the “Parent Stockholder ApprovalMatters”), (vi) the adoption of an incentive stock option plan (the “Parent Plan”), and (vii) such other matters as mutually agreed upon between the Company and Parent at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). Such proxy materials The Parent Plan shall be in provide that an aggregate of fifteen percent (15%) of the form of a proxy statement to be used for the purpose of soliciting proxies from holders shares of Parent Common Stock for the matters to be acted upon outstanding at Closing shall be reserved for issuance pursuant to the Special Meeting (the “Proxy Statement”)Parent Plan. The Company and Noble shall each furnish to the Parent all information concerning the Company and/or Noble as the Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel and Noble and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC, and any SEC comments on the Proxy Statement received by Parent after the initial filing of the Proxy Statement. The Parent, with the assistance of the CompanyCompany and Noble, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC as promptly as practicable. The Parent shall also take any and all actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to this Agreement to be registered or qualified under all applicable blue sky laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, the Members reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information relating to the Company as the Parent may reasonably request for its preparation, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of of,: (i) the adoption of this Agreement and the approval of the transactions contemplated hereby Merger (“"Parent Stockholder Approval”"); (ii) the change of the name of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “"Special Meeting”"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the “"Proxy Statement”"). The Company shall furnish to the Parent all information concerning the Company as the Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. The Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, the Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to this Agreement the Merger to be registered or qualified under all applicable blue sky laws Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Members Company Common Stock reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement the Merger in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by the Parent from shall use its best efforts to, and the Company of all financial and other information relating shall use best efforts to the Company as the cooperate with Parent may reasonably request for its preparationin order to, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement pursuant to Section 14(a) of Exchange Act (the “Preliminary Proxy Statement”) as promptly as practicable after the date hereof and on or prior to February 5, 2010, which shall include proxy materials for the purpose of soliciting proxies from holders of Parent Common the Parent’s Stock to vote in favor of obtain the adoption of this Agreement and the approval of the transactions contemplated hereby (“Parent Stockholder Approval”) Approval at a meeting of the holders of Parent Common the Parent’s Stock to be called and held for such purpose (the “Special Meeting”)) as provided below. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the “Proxy Statement”)Parent’s Stock. The Company shall furnish to the Parent all information concerning the Company as the Parent may reasonably request in connection with the preparation of the Preliminary Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the preliminary Proxy Statement prior to its filing with the SEC. The Parent, with the assistance of the Company, Parent shall promptly respond to any SEC comments on the Preliminary Proxy Statement Statement, with the assistance of the Company, and shall otherwise use commercially reasonable best efforts to cause resolve any such SEC comments relating to the Preliminary Proxy Statement to be approved by the SEC as promptly as practicableStatement. The Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior Notwithstanding the foregoing, prior to filing the Closing DatePreliminary Proxy Statement or the Definitive Proxy Statement or mailing the Definitive Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Parent shall use its reasonable best efforts provide the Stockholders’ Representative with an opportunity to cause the shares of Parent Common Stock to be issued pursuant to this Agreement to be registered review and comment on such document or qualified under all applicable blue sky laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, the Members reside and in which such registration or qualification is required and to take any other such actions that may be reasonably necessary to enable the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdictionresponse.