Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont from Parent and the Company of all financial and other information relating to Parent and the Company as Oakmont may reasonably request, Oakmont shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from stockholders of Oakmont and also for the purpose of issuing New Oakmont Stock to the Company Stockholders (the “Proxy Statement”). Parent and the Company shall furnish to Oakmont all information concerning Parent and the Company as Oakmont may reasonably request. Parent and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26, 2007. 5.1.(b) Without limitation of the generality of the foregoing, Parent shall provide Oakmont with audited financial statements of the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) Oakmont, with the assistance of Parent, 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 declared effective as promptly as practicable. Oakmont shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Oakmont shall use its reasonable best efforts to cause the shares of New Oakmont Stock to be issued to Parent hereunder to be registered or qualified under “blue sky” Laws of each of the states and territories of the United States in which the parties deem necessary, and to take any other such actions which may be necessary to enable New Oakmont Stock to be issued in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont from Parent and following the Company date of all financial and other information relating to Parent and the Company as Oakmont may reasonably requestthis Agreement, Oakmont 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, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of SEC a proxy statement to be used for the purpose of soliciting such proxies from stockholders of Oakmont and also for the purpose of issuing New Oakmont Stock in preliminary form relating to the Company Stockholders Stockholder Meeting (the “Proxy Statement”). Parent and the Company shall furnish to Oakmont all information concerning Parent and the Company as Oakmont may reasonably request. Parent and its counsel shall be given an opportunity to review and comment on Seller will cause the Proxy Statement prior to its filing comply as to form in all material respects with the SEC. Oakmont applicable provisions of the Exchange Act and Parent will shall use their its reasonable best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26and then mailed to stockholders of Seller as soon as reasonably practicable (and in any event within five (5) Business Days) after the earlier to occur of: (i) if Seller does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, 2007. 5.1.(bthe eleventh (11th) Without limitation calendar day immediately following the date of filing of the generality preliminary Proxy Statement with the SEC and (ii) if Seller does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments; provided, however, in no event will Seller be required to file the Proxy Statement with the SEC prior to the record date for Company stockholders entitled to vote at the Stockholder Meeting as set forth in the preliminary Proxy Statement (such record date to be determined by Seller, subject to Buyer’s approval (such approval not to be unreasonably withheld)). Buyer shall cooperate with Seller in connection with the preparation of the foregoingProxy Statement, Parent including providing to Seller any and all information regarding Buyer and its Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. Seller shall notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Oakmont Buyer with audited financial statements copies of all substantive correspondence between Seller or any of its representatives, on the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006one hand, and the related statements SEC or its staff, on the other hand and also provide Buyer with copies of income any written comments, and cash flows advise Buyer of any oral comments, in each case, with respect to the Proxy Statement received from the SEC. (b) Each of Seller and Xxxxx agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the years then ended (including Proxy Statement or any amendment or supplement thereto will, at the notes contained 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 annexed thereto) (necessary in order to make the “Audited Company Financials”)statements therein, reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records light of the Companycircumstances under which they were made, (iv) fairly presentnot misleading. If, in accordance at any time prior to receipt of Stockholder Approval, any event occurs with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as respect to form Seller or Buyer or any change occurs with the Exchange Act and the published rules and regulations of the SEC as required 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 Transaction Form 8-KProxy Statement. Seller will also advise Buyer, and (vi) otherwise be reasonably acceptable to Oakmont promptly after it receives notice thereof, of any request by the SEC for inclusion in amendment of the Proxy Statement. 5.1. (c) OakmontNotwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Seller shall (i) provide Buyer an opportunity to review and comment on such document or response (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. (d) Seller shall, as soon as practicable following the date of this Agreement and subject to the SEC and the SEC staff completing their review (or no review) of the Proxy Statement as contemplated by Section 6.11(a) and as may be amended as provided in Section 6.11(b), duly call, give notice of, convene and hold a meeting of the holders of Common Stock (the “Stockholder Meeting”) for the purpose of seeking the Stockholder Approval. Seller may not postpone or adjourn the Stockholder Meeting without the prior written consent of Xxxxx. Notwithstanding the foregoing, Seller may postpone or adjourn the Stockholder Meeting (on one or more occasions) (i) with the assistance consent of ParentBuyer, which shall promptly respond not be unreasonably withheld, conditioned or delayed, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any SEC comments on 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, (iv) to allow additional solicitation of votes in order to obtain the Stockholder Approval or (v) if required by applicable Law; provided, that Seller may not postpone or adjourn the Stockholder Meeting more than a total of two (2) times pursuant to the preceding clause (iv). The notice of such Stockholder Meeting shall state that a resolution to adopt this Agreement will be considered at the Stockholder Meeting. Unless the Seller Board has effected an Adverse Recommendation Change in accordance with Section 6.02(d), (x) the Seller Board shall recommend to holders of Common Stock that they adopt this Agreement and shall include such recommendation and the Seller Determination in the Proxy Statement and (y) Seller shall otherwise use reasonable best efforts to cause solicit the Stockholder Approval. Seller shall not include in the Proxy Statement any proposal to be declared effective as promptly as practicablevote upon or consider any Acquisition Proposal (other than the Transactions). Oakmont shall also take any and all such actions to satisfy Without limiting the requirements generality of the Securities Act foregoing and except as provided in Section 6.02, unless this Agreement has been terminated in accordance with its terms, Seller shall submit the Exchange Act. Prior Transactions and this Agreement for the approval of its stockholders at the Stockholder Meeting whether or not an Adverse Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to Seller, the Closing DateSeller Board, Oakmont shall use its reasonable best efforts to cause the shares of New Oakmont Stock to be issued to Parent hereunder to be registered Seller’s Representatives or qualified under “blue sky” Laws of each of the states and territories of the United States in which the parties deem necessary, and to take any other such actions which may be necessary to enable New Oakmont Stock to be issued in each such jurisdictionstockholders.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont the Parent from Parent and the Company of all financial and other information relating to Parent and the Company as Oakmont the Parent may reasonably requestrequest for its preparation, Oakmont the Parent shall prepare and file with the SECSEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining soliciting proxies from holders of Parent Common Stock to vote in favor of the Oakmont 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 such proxies from stockholders holders of Oakmont and also Parent Common Stock for the purpose of issuing New Oakmont Stock matters to be acted upon at the Company Stockholders Special Meeting (the “Proxy Statement”). Parent and the The Company shall furnish to Oakmont the Parent all information concerning Parent and the Company as Oakmont the Parent may reasonably requestrequest in connection with the preparation of the Proxy Statement. Parent 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. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26, 2007. 5.1.(b) Without limitation of the generality of the foregoing, Parent shall provide Oakmont with audited financial statements of the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) OakmontParent, with the assistance of Parentthe 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 declared effective approved by the SEC as promptly as practicable. Oakmont 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, Oakmont the Parent shall use its reasonable best efforts to cause the shares of New Oakmont Parent Common Stock to be issued pursuant to Parent hereunder this Agreement to be registered or qualified under “all applicable blue sky” Laws sky laws of each of the states and territories of the United States in which it is believed, based on information furnished by the parties deem necessaryCompany, the Members reside and in which such registration or qualification is required and to take any other such actions which that may be reasonably necessary to enable New Oakmont the Parent Common Stock to be issued pursuant to this Agreement in each such jurisdiction. (b) As soon as practicable (but in no event later than ten (10) Business Days) following the approval of the Proxy Statement by the SEC, the Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call, give notice of, convene and hold the Special Meeting in accordance with the DGCL not more than 25 days after mailing the Proxy Statement to the holders of Parent Common Stock 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 contemplated hereby and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting. (c) The Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, the Parent shall use its reasonable best efforts to ensure that the Proxy Statement does not, as of the date on which it is first distributed to stockholders of the Parent, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information becomes false or misleading and the Parent shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and disseminated to the stockholders of the Parent (as and to the extent required by the Securities Act or the Exchange Act) and to the Seller. The Parent will provide to the Seller and its counsel any comments that the Parent or its counsel may receive from the SEC or its staff, whether written or oral, with respect to the Proxy Statement promptly after receipt of any such comments. The Parent will use its reasonable best efforts to respond promptly to any comments received from the SEC or its staff, in each case (if necessary) after consultation with the Seller and compliance with the terms hereof with respect to the preparation of the Proxy Statement and any amendments or supplements thereto. (d) The Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby and shall not withdraw or modify its recommendation. The Parent shall use commercially reasonable efforts to obtain the Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont from Parent and the Company of all financial and other information relating to Parent and the Company as Oakmont may reasonably request, Oakmont shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from stockholders of Oakmont and also for the purpose of issuing New Oakmont Stock to the Company Stockholders (the “Proxy Statement”). Parent and the Company shall furnish to Oakmont all information concerning Parent and the Company as Oakmont may reasonably request. Parent and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26, 2007. 5.1.(b. (b) Without limitation of the generality of the foregoing, Parent shall provide Oakmont with audited financial statements of the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) Oakmont, with the assistance of Parent, 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 declared effective as promptly as practicable. Oakmont shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Oakmont shall use its reasonable best efforts to cause the shares of New Oakmont Stock to be issued to Parent hereunder to be registered or qualified under “blue sky” Laws of each of the states and territories of the United States in which the parties deem necessary, and to take any other such actions which may be necessary to enable New Oakmont Stock to be issued in each such jurisdiction.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont Parent from Parent and the Company of all financial and other information relating to Parent and the Company as Oakmont Parent may reasonably requestrequest for its preparation, Oakmont Parent shall prepare and file with the SECSEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for (the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used "Proxy Statement") for the purpose of soliciting such proxies from stockholders holders of Oakmont and also for the purpose of issuing New Oakmont Parent Common Stock to vote in favor of (i) the Company Stockholders adoption of this Agreement and the approval of the Merger (the “Proxy StatementParent Stockholder Approval”). , (ii) the change of the name of Parent to a name mutually acceptable to Parent and the Company (the “Name Change Amendment”), (iii) an increase in the number of authorized shares of Parent Common Stock to 55,000,000 (the “Capitalization Amendment”), (iv) an amendment to remove sections A through E, inclusive of Article VI from Parent’s Certificate of Incorporation from and after the Closing and to redesignate Article VII as Article VI and Article VIII as Article VII, respectively, (v) the approval and adoption of the issuance of options to purchase shares of Company Common Stock to Xxxxxx Xxxxx and Xxxx Xxxxxx pursuant to each of the Employment Agreements, and (vi) the election as directors of Parent those persons listed in Schedule 6.1 and two more persons as chosen pursuant to Section 6.2 at a meeting of holders of Parent Common Stock to be called and held for such purpose (the “Special Meeting”). The Company shall furnish to Oakmont Parent all information concerning Parent and the Company as Oakmont Parent may reasonably requestrequest in connection with the preparation of the Proxy Statement. Parent The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26, 2007. 5.1.(b) Without limitation of the generality of the foregoing, Parent shall provide Oakmont with audited financial statements of the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) OakmontParent, with the assistance of Parentthe 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 declared effective approved for issuance by the SEC as promptly as practicable. Oakmont Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Oakmont Parent shall use its reasonable best efforts to cause the shares of New Oakmont Parent Common Stock to be issued pursuant to Parent hereunder the Merger to be registered or qualified under “blue sky” 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 parties deem necessaryCompany, holders of the Company Common Stock reside and to take any other such actions which may be necessary to enable New Oakmont the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its approval by the SEC, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, the Company shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Parent Stockholder Approval.”

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable after receipt by Oakmont from Parent and the date of this Agreement, the Company of all financial and other information relating to Parent and the Company as Oakmont may reasonably request, Oakmont shall prepare and file with the Securities and Exchange Commission (the “SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of ”) a proxy statement to be used for the purpose of soliciting such proxies from stockholders of Oakmont Special Meeting (together with any amendments thereof or supplements thereto and also for the purpose of issuing New Oakmont Stock to the Company Stockholders (any other required proxy materials, the “Proxy Statement”). Parent ) relating to the Merger and this Agreement in preliminary form as required by the Securities Exchange Act of 1934, as amended, and the Company rules and regulations promulgated thereunder (the “Exchange Act”), and shall furnish use all reasonable efforts to Oakmont all information concerning Parent have the Proxy Statement cleared by the SEC; provided, that Parent, Merger Sub and the Company as Oakmont may reasonably request. Parent and its their counsel shall be given an a reasonable opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be before it is filed with the SEC on and the Company shall give due consideration to all reasonable additions, deletions or before February 26changes suggested thereto by Parent, 2007Merger Sub and their counsel. 5.1.(b) Without limitation of Subject to Section 5.2(d), the generality of Company shall include in the foregoing, Parent shall provide Oakmont with audited financial statements Proxy Statement the recommendation of the Company consisting Board of balance sheets Directors that stockholders of the Company as vote in favor of December 31, 2004, 2005, the adoption of this Agreement and 2006, and approval of the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared Merger in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the DGCL. The Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) Oakmont, with the assistance of Parent, 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 declared effective as promptly as practicable. Oakmont shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Oakmont shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company shall provide Parent, Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Prior to and during the Special Meeting, the Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to 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 or as otherwise required by applicable Law. The Company further agrees to cause the shares of New Oakmont Stock Proxy Statement, as so corrected (if applicable), to be issued filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.6(b), mailed to Parent hereunder holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff). (b) The Company, acting through the Company Board of Directors, shall, in accordance with and subject to the requirements of applicable Law: (i) as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders, (A) duly set a record date for, call and give notice of a special meeting of its stockholders (the “Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the record date and meeting date set in consultation with Parent), and (B) convene and hold the Special Meeting; (ii) cause the definitive Proxy Statement to be registered or qualified under “blue sky” Laws mailed to its stockholders; (iii) except in the case of each a Company Change in Recommendation specifically permitted by Section 5.2(d), (A) recommend to its stockholders that they adopt this Agreement and approve the Merger, and (B) include such recommendation in the Proxy Statement; and (iv) subject to Section 5.2(d), use its reasonable best efforts to (A) solicit from its stockholders proxies in favor of the states adoption of this Agreement and territories approval of the United States in which Merger and (B) secure any approval of stockholders of the parties deem necessary, Company that is required by the DGCL and to take any other such actions which may be necessary applicable Law to enable New Oakmont Stock to be issued in each such jurisdictioneffect the Merger.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Oakmont from Parent and the Company of all financial and other information relating to Parent and the Company as Oakmont may reasonably request, Oakmont shall prepare and file with the SEC, and with all other applicable regulatory bodies, proxy materials for the purpose of obtaining the Oakmont Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from stockholders of Oakmont and also for the purpose of issuing New Oakmont Stock to the Company Stockholders (the “Proxy Statement”). Parent and the Company shall furnish to Oakmont all information concerning Parent and the Company as Oakmont may reasonably request. Parent and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Oakmont and Parent will use their best efforts to cause the Proxy Statement to be filed with the SEC on or before February 26, 2007. 5.1.(b) Without limitation of the generality of the foregoing, Parent shall provide Oakmont with audited financial statements of the Company consisting of balance sheets of the Company as of December 31, 2004, 2005, and 2006, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto) (the “Audited Company Financials”), reported on, and accompanied by, signed, unqualified opinions of independent auditors reasonably acceptable to Oakmont. The Audited Company Financials (including all notes and schedules contained therein or annexed thereto) shall (i) be true, complete and accurate, (ii) have been prepared in accordance with GAAP applied on a consistent basis, (iii) have been prepared in accordance with the books and records of the Company, (iv) fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Company as of the dates and for the years and periods indicated, (v) be in compliance as to form with the Exchange Act and the published rules and regulations of the SEC as required to be included in the Proxy Statement and the Transaction Form 8-K, and (vi) otherwise be reasonably acceptable to Oakmont for inclusion in the Proxy Statement. 5.1. (c) Oakmont, with the assistance of Parent, 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 declared effective as promptly as practicable. Oakmont shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Oakmont shall use its reasonable best efforts to cause the shares of New Oakmont Stock to be issued to Parent hereunder to be registered or qualified under “blue sky” Laws of each of the states and territories of the United States in which the parties deem necessary, and to take any other such actions which may be necessary to enable New Oakmont Stock to be issued in each such jurisdiction. 5.1. (d) Parent and the Company shall cause its officers, executives, directors, employees and personnel to support the marketing of any securities by Oakmont (including, without limitation, the participation by such individuals in “road shows”) to the extent reasonably requested by Oakmont.