Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL applicable Law in order to effect consummate the Merger, as soon promptly as reasonably practicable following after Offeror purchases Company Common Stock pursuant to the Acceptance DateOffer, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect be sent to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, stockholders of the Company and Parent relating to the meeting of the Company’s stockholders (with respect the “Company Stockholders’ Meeting”) to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly held to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respectconsider adoption of this Agreement. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, use its reasonable best efforts to respond to any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff to such Proxy Statement as promptly as practicable after filing. Parent shall provide all information as may be reasonably requested by the Company in connection with respect to any such action and the preparation, filing and distribution of the Proxy Statement. As promptly as practicable after the SEC or its staff advises the Company that it has no further comments on the Proxy Statement, the Company shall cause the Proxy Statement promptly after receipt thereofto be mailed to the stockholders of the Company as of the record date for the Company Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company (including documents incorporated by reference therein) without providing Parent and its counsel shall be given a reasonable opportunity to review and comment thereon. If at any such written and oral comments and proposed responses before time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SECSEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Company shall give reasonable and good faith consideration to notify Parent promptly of the receipt of any comments made from the SEC or the staff of the SEC and of any request by Parent and its counselthe SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information. (b) Subject to As promptly as practicable following the other provisions purchase of this AgreementCompany Common Stock in the Offer, if the Company Stockholder Approval is required under the DGCL by applicable Law in order to effect consummate the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, Company shall (i) take all action actions necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders the Company Stockholders’ Meeting solely for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this AgreementApproval. Once At the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be votedStockholders’ Meeting, all of the shares of Company Common Stock held then owned by Parent, Parent or Offeror shall be voted to approve the Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with (subject to applicable lawLaw). (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If The Company shall promptly prepare a proxy statement relating to the Company Stockholder Approval is required under Stockholders Meeting (the DGCL to effect “Proxy Statement”) and shall file the Merger, Proxy Statement with the SEC as soon as reasonably practicable following after the Acceptance Datedate hereof, and in any event not later than 30 days after the date hereof, and Parent shall cooperate with such preparation and filing. Parent and the Company shall, with shall cooperate to promptly respond to any comments made by the assistance of Parent (not SEC and otherwise use reasonable best efforts to cause the Proxy Statement to be unreasonably withheld, conditioned mailed as promptly as practicable after filing. Parent will provide the Company with any information regarding Parent or delayed), Merger Sub that may be required to prepare and file the Proxy Statement. If at any time prior to the mailing of the Proxy Statement any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in preparing and filing such amendment or supplement with the SEC and, if required, in mailing the same to the stockholders of the Company. (b) The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder, as well as the regulations of the NYSE, as applicable. The Company shall respond to and resolve all SEC advise Parent, promptly after it receives notice thereof, of any comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws(whether written or oral), the Company and Parent (with respect to itself and Merger Sub) each shall, upon request requests for additional information by the otherSEC, furnish the or any other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable material communications in connection with the Proxy Statement. Parent, Merger Sub . (c) Each of Parent and the Company each agrees promptly to correct any shall ensure that the information provided by it for use inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders Meeting, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which shall have become false they were made, not misleading. (d) Neither the Proxy Statement nor any amendment or misleading in any material respect. The supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company shall provide without the approval of both Parent and Merger Sub with (in writingthe Company, if written)which approval shall not be unreasonably withheld, and shall consult with Parent regardingdelayed or conditioned; provided, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff however, that, with respect to documents filed by a Party that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement promptly after receipt thereof. (including by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, Parent’s right of approval shall apply only with respect to information relating to Parent and or its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselbusiness, financial condition or results of operations. (be) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the The Company, acting through its the Company Board of Directors, shall (i) take all action necessary shall, in accordance with applicable law and the DGCL Company’s certificate of incorporation and its Certificate of Incorporation and Bylaws to bylaws, duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of obtaining the Company Stockholder Approval adopting by requisite vote this Agreement (such meeting or any adjournment or postponement thereof, the “Company MeetingStockholder Approval”); provided. The Company Board of Directors shall, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.35.3(b), recommend the adoption of this Agreement at the Stockholders Meeting (the “Company Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Recommendation Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and (iii) subject to compliance with Section 5.3 5.3, the Company, regardless of whether the Company Board of Directors has approved, endorsed or recommended an Acquisition Proposal or has withdrawn, modified or amended the Company Recommendation, will submit this Agreement, use commercially reasonable efforts to solicit from its Agreement for approval by the stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. at such meeting. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be may adjourn or postpone the Stockholders Meeting (i) to the extent it believes in good faith that such an adjournment or postponement is necessary to ensure that any required supplement or amendment to hold the Proxy Statement or other disclosure is provided to the Company’s stockholders to satisfy the requirements of applicable law, (ii) if, as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held represented (either in person or by Parent, Merger Sub and their respective affiliates proxy) to constitute a quorum necessary to conduct business at such meeting or (iii) to solicit additional proxies in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawAgreement. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Datedate of this Agreement, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file a proxy statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the Merger and adoption of this Agreement; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Subject to Section 5.3, the Company shall include in the Proxy Statement the Company Recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement, and Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers Parent and stockholders and such other matters Merger Sub as may is required to be reasonably necessary or advisable included in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. . (b) The Company shall provide Parent and Merger Sub and their counsel with (in writing, if written)copies of any written comments, and shall consult with Parent regardinginform them of any oral comments, any comments (written or oral) that may be received by the Company or its counsel Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt thereofof such comments, and any written or oral responses thereto. Parent Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review any such written responses, and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and its counselMerger 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 Laws, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.1(c)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities Laws. (bc) Subject to As promptly as reasonably practicable after the other provisions date of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall will: (i) take all action necessary in accordance with applicable Laws and the DGCL and its Certificate of Incorporation and Bylaws to Company Governing Documents, duly set a record date for, call, give notice of, convene and hold a special meeting of its stockholders the Company Stockholders (including any adjournments and postponements thereof, the “Special Meeting”) for the purpose of obtaining the Company Stockholder Approval considering and taking action upon this Agreement (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that with the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the and meeting date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, set in consultation with Merger Sub); (ii) subject to Section 5.3, include in cause the definitive Proxy Statement to be mailed to the Recommendation and Company Stockholders; and (iii) subject to Section 5.3 of this Agreement, use commercially its reasonable best efforts to solicit from its stockholders the Company Stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If Unless the Company Stockholder Approval Merger is required under to be consummated in accordance with Section 253 of the DGCL to effect the Mergeras contemplated by Section 2.9, as soon as reasonably practicable following consummation of the Acceptance DateOffer and the expiration of any Subsequent Offering Period, the Company shall, with the assistance of and Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and the Company shall file with the SEC the Proxy Statement Statement, and the Company shall use commercially reasonable efforts to respond as promptly as practicable to and resolve all any comments of the SEC comments with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as soon promptly as practicable after receipt thereof. Subject to applicable Laws, following consummation of the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub Offer and the Company each agrees promptly to correct expiration of any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respectSubsequent Offering Period. The Company shall provide promptly notify Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, upon the receipt of any comments (written or oral) that may be received by the Company or its counsel from the SEC or its the staff with respect of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement promptly after receipt thereof. Statement, and shall provide Parent with copies of all correspondence between the Company and its counsel Representatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. 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 or the staff of the SEC with respect thereto, the Company (i) shall be given a reasonable provide Parent an opportunity to review any and comment on such written document or response and oral comments and proposed responses before they are filed with the SEC. The Company (ii) shall give reasonable and good faith due consideration to any all comments made reasonably proposed by Parent; provided that Parent and shall use commercially reasonable efforts to provide or cause to be provided its counselcomments to the Company as promptly as practicable after the Proxy Statement is transmitted to Parent for its review. (b) Subject Unless the Merger is to be consummated in accordance with Section 253 of the other provisions of this AgreementDGCL as contemplated by Section 2.9, if the Company Stockholder Approval is required under the DGCL to effect the Mergershall, as soon as reasonably practicable following the clearance consummation of the Offer (and the expiration of any Subsequent Offering Period) and receipt of confirmation (either express or through the lapse of time) that the SEC has no comments or no further comments to the Proxy Statement by the SECStatement, the Companyestablish a record date for, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders the Stockholders’ Meeting solely for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereofApproval. Subject to Section 5.2(d) of this Agreement, the “Company Meeting”); providedshall, that (i) through the record date for any such Company Meeting shall Board, recommend to its stockholders adoption of this Agreement, unless the Merger is to be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing consummated in accordance with Section 253 of the purchase of the Top-Up Option Shares occurs pursuant to DGCL as contemplated by Section 1.32.9, (ii) subject to Section 5.3, include such recommendation in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its the stockholders of the Company proxies in favor of the approval and adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause Unless the Merger is to become effective on the dates specified in Section 2.2 without a Company Meeting, be consummated in accordance with Section 253 of the DGCLDGCL as contemplated by Section 2.9, Holding and Merger Sub shall, and Holding shall cause Merger Sub, and any of its Affiliates that own Shares, to, vote all Shares owned by Holding or Merger Sub or their respective Affiliates (including all Shares purchased pursuant to the Offer, including Shares purchased in any Subsequent Offering Period), or with respect to which Holding, Merger Sub or any of their respective Affiliates otherwise has, directly or indirectly, sole voting power, in favor of adoption of this Agreement and in approval of the Merger and against any proposal that is inconsistent herewith. Neither Holding nor Merger Sub shall transfer, sell or otherwise dispose of any of such Shares prior to the Effective Time (except transfers to controlled Affiliates).

Proxy Statement; Stockholders Meeting. (a) If As promptly as practicable after the date of this Agreement (but, in any event, no later than thirty (30) days after the date of this Agreement), the Company Stockholder Approval shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Subject to Section 4.02, the Proxy Statement will include the Company Board Recommendation. The Company agrees, as to itself and its Subsidiaries, that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. As promptly as practicable after the date of this Agreement, Parent, US Parent and Merger Sub will furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement. The Company, Parent, US Parent and Merger Sub agree that none of the information supplied by each of them or any of their respective Subsidiaries (as applicable) for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, 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. (b) If, at any time prior to the DGCL Stockholders Meeting, any information relating to effect the MergerCompany, Parent, US Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement or the other filings shall not contain an 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary in this Section 5.01(b), prior to filing or mailing the Proxy Statement or making the other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent a reasonable opportunity to review and comment on such document or response and shall consider such comments in good faith in accordance with Section 5.02(a) and (ii) promptly provide Parent with a copy of all such filings and responses made with the SEC. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon promptly as reasonably practicable. (c) The Company shall promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (d) The Company will take, in accordance with applicable Law, the Company Certificate of Incorporation and the Company Bylaws, all action necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of the holders of Shares (the “Stockholders Meeting”) as promptly as reasonably practicable following after the Acceptance Dateexecution of this Agreement, for the purpose of obtaining the Company shallRequisite Vote, regardless of whether the board of directors of the Company determines at any time that this Agreement is no longer advisable, recommends that the stockholders of the Company reject this Agreement or any other Change of Recommendation has occurred; provided, however, that the Company, acting in good faith after consulting with its outside legal counsel, may postpone or adjourn the Stockholders Meeting (i) with the assistance consent of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC the Proxy Statement and shall respond (ii) to and resolve all SEC comments with respect ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Stockholders Meeting consistent with SEC guidance and applicable Law, (iii) if the Company reasonably believes that (A) it is necessary and advisable to do so in order to solicit additional proxies in order to obtain the Company Requisite Vote, whether or not a quorum is present or (B) it will not have sufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting (but in the case of clause (B), the date of the Stockholders Meeting is not to be postponed or adjourned more than an aggregate of fifteen (15) calendar days) or (iv) as soon as practicable after receipt thereofmay be required by applicable Law. Subject to applicable LawsSection 4.02, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions board of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance directors of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of recommend the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 approval of the DGCL, transactions contemplated by this Agreement and shall use its reasonable best efforts to solicit from the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 stockholders of the DGCLCompany proxies in favor of this Agreement and the transactions contemplated by this Agreement.

Proxy Statement; Stockholders Meeting. (a) If approval of the Company's stockholders is required by applicable law in order to consummate the Merger other than pursuant to Section 253 of DGCL, promptly following the acceptance for payment of Shares pursuant to the Tender Offer, Parent and the Company Stockholder Approval is required under the DGCL to effect the Mergershall prepare, as soon as reasonably practicable following the Acceptance Date, and the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and shall file with the SEC under the Exchange Act, the Company Proxy Statement, and Parent and the Company shall use their respective best efforts to have the Proxy Statement and shall respond to and resolve all cleared by the SEC comments with respect to the Proxy Statement as soon promptly as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statementfiling. Parent, Merger Sub and the Company shall cooperate with each agrees promptly to correct any information provided by it for use other in the preparation of the Proxy Statement which shall have become false or misleading in any material respect. The Statement, and the Company shall provide notify Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, of the receipt of any comments (written or oral) that may be received by the Company or its counsel from of the SEC or its staff with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly after receipt thereof. Parent copies of all correspondence between the Company or any representative of the Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed the SEC with the SECrespect thereto. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselcounsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Company Stockholders' Meeting at the earliest practicable time. (b) Subject to the other provisions If approval of this Agreement, if the Company Stockholder Approval Company's stockholders is required under the DGCL by applicable law in order to effect consummate the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SECCompany shall establish a record date for, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") as promptly as practicable following the acceptance for payment of Shares pursuant to the Tender Offer for the purpose of obtaining considering the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation approval and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this AgreementAgreement and (with the consent of Parent) such other matters as may in the reasonable judgment of Company be appropriate for consideration at the Company Stockholders Meeting. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting (other than for the absence of a quorum) without the consent of Parent. The Proxy Statement shall include the opinion of AAI referred to in Section 3.18 and shall include the recommendation of the Board of Directors of the Company that the holders of Shares approve and adopt this Agreement and the Merger. The Company shall use its reasonable best efforts to take all actions necessary or advisable to secure the vote or consent of stockholders required by the DGCL to effect the Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 5.3 shall not be required limited to hold or otherwise affected by the commencement, disclosure, announcement or submission to the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawany Acquisition Proposal (as defined below). (c) Notwithstanding the foregoingSections 5.3(a) and (b) above, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 Sub shall acquire at least 90% of the DGCLoutstanding Shares in the Offer, the Company, Parent and Merger Sub parties hereto shall take all necessary and appropriate action actions (including actions referred to in clause (a) above, as applicable) to cause the Merger to become effective on effective, as soon as practicable after the dates specified in Section 2.2 expiration of the Offer, without a Company Meetingmeeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following after the Acceptance Datedate hereof, but in no event more than fifteen (15) days after the date hereof, the Company shall, shall prepare and file with the assistance SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall consider in good faith all such comments reasonably proposed by Parent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective controlled Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. No amendment or supplement to the Proxy Statement shall be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed); provided, prepare and file with however, that, notwithstanding anything to the SEC contrary herein, the Company may amend or supplement the Proxy Statement without the review, comment or approval of Parent from and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the any Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselBoard Recommendation Change. (b) Subject The Company agrees that it shall use commercially reasonable best efforts to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of ensure that the Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the SECCompany with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement shall, at the Companydate the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, acting through its Board or at the time of Directorsany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall (i) take all action necessary in accordance with as promptly as practicable after the DGCL and its Certificate of Incorporation and Bylaws to date hereof, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, and (ii) subject to Section 5.3as promptly as practical, include but in no event more than three (3) Business Days following the earliest of (A) the date upon which the SEC confirms that it has no further comments on the Proxy Statement, (B) the date upon which the SEC confirms that it will not review the Proxy Statement, or (C) the tenth (10th) day following the date the preliminary proxy statement is filed with the SEC and is not commented on by the SEC, commence mailing the Proxy Statement to the Recommendation and (iii) subject to Section 5.3 Company Stockholders; provided that in the case of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreementclause (ii), the Company shall not be required to hold commence mailing of the proxy statement prior to one (1) Business Day following the earliest date the Company is permitted to establish a record date under applicable Law. The Company will schedule the Stockholders Meeting to be held as promptly as reasonably practicable, but in no event more than thirty (30) days following the initial mailing of the Proxy Statement (or if the Company’s proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Stockholder Approval, such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed) which shall be no more than fifteen days later. (d) Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to postpone, adjourn or recess the Stockholders Meeting if (i) the Company is unable to obtain a quorum of its stockholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such postponement or adjournment is required (A) by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow for the dissemination of any supplement or amendment to the Proxy Statement that is required to be filed and disseminated under applicable Law or (iii) the Company is required to do so by a court of competent jurisdiction in connection with any Legal Proceeding commenced after the date hereof against the Company and/or any of its directors (in their capacity as such) by any Company Stockholders relating to this Agreement or transactions contemplated hereby. The Company may (and will, if directed by Xxxxxx) postpone, adjourn or recess the Stockholders Meeting if there are insufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Stockholder Approval. Except as required by law, in no event shall: (1) the Stockholders Meeting be postponed, adjourned, or recessed by an aggregate of ten (10) Business Days without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, or (2) the record date of the Stockholders Meeting be changed without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement shall be considered at the Stockholders Meeting. Except to the extent a Company Board Recommendation Change has occurred, (1) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (2) the Company shall use its reasonable best efforts to solicit votes of the Company Stockholders in favor of obtaining the Stockholder Approval. Unless this Agreement is terminated. Parent validly terminated in accordance with Article VIII prior to the Stockholders Meeting, the Stockholders Meeting shall vote, or cause to be voted, all of convened and the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of Company shall submit this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding to its Company Stockholders at the foregoingCompany Stockholders Meeting, even if a Short-Form Merger may be the Company Board has effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCLBoard Recommendation Change.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the Acceptance Date, the The Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with applicable law and the DGCL and its Certificate of Incorporation and the Bylaws to of the Company duly call, give notice of, convene and hold a meeting of its stockholders the Company Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of obtaining considering and taking action upon the adoption of this Agreement (the "Company Approval Matters"). Except as provided in Section 5.5, the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this AgreementAgreement pursuant to the Proxy Statement and shall take all other action reasonably necessary or advisable to secure the vote or consent of stockholders required by the DGCL or applicable stock exchange requirements to obtain such approval. Once the Company Meeting has been called and noticedExcept as set forth in this Section 5.5, the Company shall not postpone take all other action reasonably necessary or adjourn the Company Meeting without the advisable to promptly and expeditiously secure any vote or consent of Parent. Notwithstanding anything stockholders required by applicable law and the Company's Certificate of Incorporation and Bylaws to effect the contrary contained in Merger. (b) Promptly following the date of this Agreement, the Company shall not prepare and file with the SEC a proxy statement relating to the Company Approval Matters (together with any amendments thereof and any supplements thereto, the "Proxy Statement"). Parent and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement. The Company will use reasonable best efforts to cause the Proxy Statement to be required mailed to the Company's stockholders as promptly as practicable after the date hereof. The Proxy Statement shall include (i) the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of adoption of this Agreement, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be such in compliance with Section 5.5 of this Agreement, and (ii) the opinion of UBS Warburg referred to in Section 3.18. (c) The Company shall as promptly as practicable notify (and provide copies to) Parent of the receipt of any comments from the SEC relating to the Proxy Statement. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the prior review of Parent, and all mailings to the Company's stockholders in connection with the transactions contemplated by this Agreement shall be subject to the prior review of Parent. (d) Unless and until this Agreement is validly terminated pursuant to Article VII, nothing herein shall limit or eliminate in any way the Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of at such meeting submit this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if to a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 vote of the DGCL, Company's stockholders (and not postpone or adjourn such meeting or the vote by the Company, Parent 's stockholders upon this Agreement and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 another date without a Company Meeting, in accordance with Section 253 of the DGCLParent's approval).

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable Promptly following the Acceptance Dateexecution and delivery of this Agreement, the Company shallshall take all action necessary to call a meeting of its stockholders (the "Stockholders Meeting") for the purpose of seeking approval of the Company's stockholders for the issuance and sale of the Shares to the Investors (the "Proposal"). In connection therewith, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments shareholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover, at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company's obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required their fiduciary obligations under the DGCL to effect the Merger, applicable law (as soon as reasonably practicable following the clearance of the Proxy Statement determined in good faith by the SECCompany's Board of Directors after consultation with the Company's outside counsel), the Company, acting through its 's Board of Directors, Directors shall recommend to the Company's stockholders (iand not revoke or amend such recommendation) that the stockholders vote in favor of the Proposal and shall cause the Company to take all commercially reasonable action necessary (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Proposal. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's stockholders, the Company is required to, and will take, in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws Bylaws, all action necessary to duly call, give notice of, convene the Stockholders Meeting as promptly as practicable to consider and hold a meeting of its stockholders for vote upon the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing approval of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawProposal. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following after the Acceptance Datedate hereof, but in no event more than fifteen (15) days after the date hereof, the Company shall, shall prepare and file with the assistance SEC the preliminary proxy statement (as amended or supplemented, the “Proxy Statement”). Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall consider in good faith all such comments reasonably proposed by Parent. If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective controlled Affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. No amendment or supplement to the Proxy Statement shall be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed); provided, prepare and file with however, that, notwithstanding anything to the SEC contrary herein, the Company may amend or supplement the Proxy Statement without the review, comment or approval of Parent from and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the any Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselBoard Recommendation Change. (b) Subject The Company agrees that it shall use commercially reasonable best efforts to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of ensure that the Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the SECCompany with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement shall, at the Companydate the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, acting through its Board or at the time of Directorsany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall (i) take all action necessary in accordance with as promptly as practicable after the DGCL and its Certificate of Incorporation and Bylaws to date hereof, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, and (ii) subject to Section 5.3as promptly as practical, include but in no event more than three (3) Business Days following the earliest of (A) the date upon which the SEC confirms that it has no further comments on the Proxy Statement, (B) the date upon which the SEC confirms that it will not review the Proxy Statement, or (C) the tenth (10th) day following the date the preliminary proxy statement is filed with the SEC and is not commented on by the SEC, commence mailing the Proxy Statement to the Recommendation and (iii) subject to Section 5.3 Company Stockholders; provided that in the case of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreementclause (ii), the Company shall not be required to hold commence mailing of the proxy statement prior to one (1) Business Day following the earliest date the Company is permitted to establish a record date under applicable Law. The Company will schedule the Stockholders Meeting to be held as promptly as reasonably practicable, but in no event more than thirty (30) days following the initial mailing of the Proxy Statement (or if the Company’s proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Stockholder Approval, such later date to which Parent consents (such consent not to be unreasonably withheld, conditioned or delayed) which shall be no more than fifteen days later. (d) Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to postpone, adjourn or recess the Stockholders Meeting if (i) the Company is unable to obtain a quorum of its stockholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such postponement or adjournment is required (A) by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow for the dissemination of any supplement or amendment to the Proxy Statement that is required to be filed and disseminated under applicable Law or (iii) the Company is required to do so by a court of competent jurisdiction in connection with any Legal Proceeding commenced after the date hereof against the Company and/or any of its directors (in their capacity as such) by any Company Stockholders relating to this Agreement or transactions contemplated hereby. The Company may (and will, if directed by Xxxxxx) postpone, adjourn or recess the Stockholders Meeting if there are insufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Stockholder Approval. Except as required by law, in no event shall: (1) the Stockholders Meeting be postponed, adjourned, or recessed by an aggregate of ten (10) Business Days without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, or (2) the record date of the Stockholders Meeting be changed without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement shall be considered at the Stockholders Meeting. Except to the extent a Company Board Recommendation Change has occurred, (1) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (2) the Company shall use its reasonable best efforts to solicit votes of the Company Stockholders in favor of obtaining the Stockholder Approval. Unless this Agreement is terminated. Parent validly terminated in accordance with Article VIII prior to the Stockholders Meeting, the Stockholders Meeting shall vote, or cause to be voted, all of convened and the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of Company shall submit this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding to its Company Stockholders at the foregoingCompany Stockholders Meeting, even if a Short-Form Merger may be the Company Board has effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCLBoard Recommendation Change.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Datedate of this Agreement (but in no event later than ten (10) days following the date of this Agreement), the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), will prepare and file with the SEC a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) in connection with the Merger, and the parties will file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby; provided, however, that the Company will not be in breach of this Section 5.6 if the Company fails to file the Proxy Statement solely due to a failure by Parent to provide any information reasonably necessary for the preparation of the Proxy Statement. The Proxy Statement will include the recommendation of the Special Committee and the Board in favor of this Agreement and the Merger (the “Company Recommendation”); provided that the Special Committee and the Board may withdraw the Company Recommendation pursuant to Section 5.2(h). Each of the Company, Parent and Acquisition Subsidiary will use commercially reasonable efforts to furnish the information required to be included by the SEC in the Proxy Statement and shall respond any such statement or schedule. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company will, in consultation with Parent, prepare and resolve all SEC comments with respect the Company will file any required amendments to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and good faith consideration responses thereto or requests by the SEC for additional information and will promptly supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments made by Parent and its counsel. (b) Subject to of the other provisions of this AgreementSEC with respect thereto, if the Company Stockholder Approval is required under the DGCL will provide Parent with an opportunity to effect the Merger, review and comment on such document or response and will give due consideration to including in such document or response comments reasonably and timely proposed by Parent. As promptly as soon as reasonably practicable following after the clearance of the Proxy Statement by the SECSEC or notification by the SEC that it will not be reviewing the Proxy Statement (the “SEC Clearance Date”), the Company will mail the Proxy Statement and all other proxy materials to the holders of shares of Company Common Stock. If the SEC has failed to affirmatively notify the Company within ten (10) days after the filing of the Proxy Statement with the SEC that it will not be reviewing the Proxy Statement, then the Company will use its reasonable best efforts to obtain such affirmative clearance of the Proxy Statement from the SEC and the date on which the Company receives such affirmative clearance will be the “SEC Clearance Date” for purposes of this Agreement. If at any time after the date the Proxy Statement is mailed to the Company’s stockholders and prior to the Stockholders’ Meeting, any information relating to the Company, acting through its Board Parent, Acquisition Subsidiary, or any of Directorstheir respective affiliates, shall officers, or directors, is discovered by the Company, Parent, or Acquisition Subsidiary and is required to be set forth in an amendment or supplement to the Proxy Statement or any other statement or schedule so that none of the Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (iin light of the circumstances under which they were made) take not misleading, the party that discovers such information will promptly notify the other parties hereto and the Company will promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by law, disseminate such amendment or supplement to the stockholders of the Company. (b) Each of Parent and Acquisition Subsidiary will promptly provide the Company with all action necessary information concerning Parent and Acquisition Subsidiary required to be included in the Proxy Statement. (c) The Company will, promptly (and in no event later than thirty-five (35) days following the SEC Clearance Date), in accordance with the DGCL its certificate of incorporation and its Certificate of Incorporation bylaws and Bylaws to with applicable law, duly call, give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval considering and taking action upon this Agreement (such meeting or any adjournment or postponement thereof, the “Company Stockholders’ Meeting”); provided, that . At the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticedStockholders’ Meeting, the Company shall not postpone or adjourn will, through the Board and the Special Committee, make the Company Recommendation unless there has been a Company Adverse Recommendation Change. Prior to any Company Adverse Recommendation Change, the Company will take all reasonable lawful action to solicit the Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with, Articles 7 and 8, this Agreement will be submitted to the Company’s stockholders for the purpose of seeking the Required Vote. The Company will, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten Business Days prior to the date of the Stockholders’ Meeting without as to the aggregate tally of the proxies received by the Company with respect to the Required Vote. Without the prior written consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance transactions contemplated hereby (including the Merger) will be the only matter (other than procedural matters) that the Company will propose to be acted on by the stockholders of the Company at the Stockholders’ Meeting. (d) The Company will establish a record date for purposes of determining stockholders entitled to notice of and vote at the Stockholders’ Meeting (the “Record Date”). After the Company has established the Record Date, the Company will consult with Parent prior to changing the Record Date or establishing a different record date for the Stockholders’ Meeting, unless required to do so by applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Datedate of this Agreement, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file with the SEC the Proxy Statement. Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to Company’s stockholders as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement. Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and Company shall use its reasonable best efforts to respond (with the assistance of Parent) as promptly as practicable to and resolve all any comments of the SEC comments with respect thereto. If prior to the Effective Time any event occurs with respect to Company or any Subsidiary of Company, or any change occurs with respect to information supplied by or on behalf of Company or Parent, respectively, for inclusion in the Proxy Statement that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, Company or Parent, as applicable, shall promptly notify the other of such event, and Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as soon as practicable after receipt thereofrequired by Law, in disseminating the information contained in such amendment or supplement to Company’s stockholders. Subject Notwithstanding anything to applicable Lawsthe contrary stated above, the Company and Parent (with respect prior to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary filing or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in mailing the Proxy Statement which shall have become false (or, in each case, any amendment or misleading in supplement thereto) or responding to any material respect. The comments of the SEC with respect thereto, Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable an opportunity to review any and comment on such written document or response and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and consider in good faith consideration to any comments made reasonably proposed by Parent and its counselParent. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Mergershall, as soon promptly as reasonably practicable following after the clearance of the Proxy Statement by the SECdate hereof, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with Delaware Law and the DGCL Company Charter and its Certificate of Incorporation and the Company Bylaws to (i) duly call, give notice of, convene and (ii) hold a meeting of its stockholders (the “Stockholders Meeting”) as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement for the purpose of obtaining the Stockholder Approval. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.2(b), Company, through the Company Stockholder Approval Board, shall (such meeting or any adjournment or postponement thereofx) recommend to Company’s stockholders that they adopt this Agreement, the Merger and the other transactions contemplated hereby (the “Company MeetingRecommendation”), (y) include the Company Recommendation in the Proxy Statement and (z) solicit Stockholder Approval. Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 5.3(b) shall not be affected by the commencement, public proposal, public disclosure or communication to Company or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change; provided, that the record date for any such Company Meeting foregoing shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include not prohibit accurate disclosure in the Proxy Statement the Recommendation or otherwise (and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company such disclosure shall not be deemed to be an Adverse Recommendation Change) of factual information regarding the business, financial condition or results of operations of Company or the fact that an Acquisition Proposal has been made, the identity of the Person making such proposal or the material terms of such proposal, to the extent the Company Board determines in good faith (after consultation with outside counsel) that such information, facts, identity or terms are required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with disclosed under applicable lawLaw. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Datedate of this Agreement (and in any event within 45 calendar days after the date hereof), the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), Seller shall prepare and file with the SEC a proxy statement in a form mutually agreed upon by the Seller and the Buyer (the “Proxy Statement”). The Seller will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Seller’s stockholders as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement. The Seller will advise the Buyer, promptly after it receives notice thereof, of any request by the SEC to amend the Proxy Statement or comments thereon and shall respond responses thereto or requests by the SEC for additional information. If prior to and resolve all SEC comments the time the Stockholder Approval is obtained any event occurs with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable LawsSeller or any Affiliate of the Seller, the Company and Parent (or any change occurs with respect to itself and Merger Sub) each shallinformation supplied by or on behalf of the Seller or the Buyer, upon request by the otherrespectively, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use inclusion in the Proxy Statement which that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Seller or the Buyer, as applicable, shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written)promptly notify the other of such event, and the Seller and the Buyer shall consult cooperate in the prompt filing with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC of any necessary amendment or its staff with respect supplement to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity and, as required by Law, in disseminating the information contained in such amendment or supplement to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselSeller’s stockholders. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the MergerThe Seller shall, as soon promptly as reasonably practicable following after the clearance of the Proxy Statement by the SECdate hereof, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with Delaware General Corporation Law and the DGCL Seller’s certificate of incorporation and its Certificate of Incorporation and Bylaws bylaws to (i) duly call, give notice of, convene and (ii) hold a meeting of its stockholders (the “Stockholders Meeting”) as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval Approval. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.3(b), the Seller, through the Seller Board, shall (x) recommend to the Seller’s stockholders that they adopt this Agreement and (y) include such meeting recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Seller agrees that its obligations pursuant to the first sentence of this Section 5.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any adjournment other Person of any Acquisition Proposal or postponement thereof, the “Company Meeting”)occurrence of any Adverse Recommendation Change; provided, that the record date for any such Company Meeting foregoing shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include not prohibit accurate disclosure in the Proxy Statement the Recommendation or otherwise (and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company such disclosure shall not be deemed to be an Adverse Recommendation Change) of factual information regarding the business, financial condition or results of operations of the Seller or the fact that an Acquisition Proposal has been made, the identity of the Person making such proposal or the material terms of such proposal, to the extent the Seller Board determines in good faith (after consultation with outside counsel) that such information, facts, identity or terms are required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with disclosed under applicable lawLaw. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following the Acceptance Datedate hereof, the Company shall, with the assistance of Parent (not to be unreasonably withheldParent, conditioned or delayed)prepare, prepare and the Company shall, no later than 15 Business Days after the date of this Agreement, file with the SEC SEC, a proxy statement relating to the adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and the Company shall cooperate with one another in connection with the preparation of the Proxy Statement and Parent shall respond have the right to review and resolve all SEC to propose comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, (and the Company and shall in good faith consider such comments reasonably proposed by Parent (with respect to itself and Merger Sub) each shall, upon request by the other, for inclusion therein). Parent shall furnish the other with all information concerning itself, its Subsidiaries, directors, officers Parent and stockholders and such other matters Merger Sub as the Company may be reasonably necessary or advisable request in connection with the preparation of the Proxy Statement. Parent, Merger Sub Parent and the Company shall each agrees promptly use commercially reasonable efforts to correct any information provided by it for use in have the Proxy Statement which shall have become false or misleading in any material respectcleared by the SEC as promptly as reasonably practicable after such filing. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect will use reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any the Proxy Statement is cleared by the SEC (but not later than five Business Days after such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselclearance). (b) Subject Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (ii) any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. All filings by the Company with the SEC and all mailings to the stockholders of the Company in connection with the Merger and the other provisions transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent. (c) If at any time prior to the Effective Time any information relating to the Company, Parent or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, Parent or Merger Sub, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the stockholders of the Company. (d) The Company shall, in accordance with its certificate of incorporation and bylaws and Applicable Law, promptly following the date of this Agreement, if for the Company purposes of obtaining the Stockholder Approval is required under the DGCL to effect the MergerApproval, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL duly set a record date and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Board in consultation with Parent regarding such dates), a meeting of its the stockholders of the Company (the “Stockholder Meeting”) for the purpose of obtaining seeking the Stockholder Approval. The Company may postpone, recess or adjourn the Stockholder Approval Meeting (such meeting or any adjournment or postponement thereof, the “Company Meeting”i) for one time only not to exceed ten (10) calendar days (unless Parent otherwise agrees in writing); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by ParentCompany reasonably believes that it will be unable to obtain a quorum of its stockholders at the Stockholder Meeting or it will not receive proxies sufficient to obtain the Stockholder Approval or (ii) to allow up to ten (10) calendar days of additional time (commencing, if there has occurred any Adverse Recommendation Change, on the date of such Adverse Recommendation Change has been made (for the avoidance of doubt, after the date on expiration of any time periods contemplated in the definition thereof)) for the filing and distribution of any supplemental or amended disclosure which the closing Company Board has determined in good faith is necessary under Applicable Law. (e) Subject to the ability of the purchase of the Top-Up Option Shares occurs pursuant Board to make an Adverse Recommendation Change in accordance with Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed7.03, the Company shall not postpone or adjourn use its reasonable best efforts to solicit the Stockholder Approval, and the Board shall make the Company Meeting without the consent of Parent. Notwithstanding anything Recommendation with respect to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 approval of the DGCLtransactions contemplated hereby, including the CompanyMerger, Parent and Merger Sub shall take all necessary and appropriate action to cause include both the Merger to become effective on the dates specified in Section 2.2 without Company Recommendation as well as a Company Meeting, in accordance with Section 253 description of the DGCLother Board Actions in the Proxy Statement.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Date, date of this Agreement the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file with the SEC a proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the Merger, and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby; provided, however, that the Company shall not be in breach of this Section 5.6 if Parent shall fail to provide any information reasonably necessary for the preparation of the Proxy Statement. Each of the Company, Parent and the Purchaser shall use their respective reasonable efforts to furnish the information required to be included by the SEC in the Proxy Statement and any such statement or schedule. After consultation with Parent, the Company shall respond promptly to and resolve all any comments made by the SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject and cause a definitive Proxy Statement to applicable Lawsbe mailed to its stockholders, and the Company and Parent (parties shall respond promptly to any comments with respect to itself and Merger Sub) each shallany other statement or schedule filed by them. No filing of, upon request by the otheror amendment or supplement to, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written other statement or oral) that may schedule will be received made by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. without providing Parent and its counsel shall be given a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Parent or the Purchaser without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the Proxy Statement is mailed to the Company's stockholders and prior to the Stockholders' Meeting any information relating to the Company, Parent, the Purchaser or any of their respective affiliates, officers or directors, should be discovered by the Company, Parent or the Purchaser which is required to be set forth in an amendment or supplement to the Proxy Statement or any other statement or schedule, so that none of the Proxy Statement and any such written statement or schedule will include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and oral comments and proposed responses before they are an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. The Company shall give reasonable and good faith consideration SEC and, to any comments made the extent required by Parent and its counselLaw, disseminated to the stockholders of the Company. (b) Subject to Each of Parent and the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall Purchaser agrees that (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining it will promptly provide the Company Stockholder Approval (such meeting with all information concerning Parent and the Purchaser necessary or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall reasonably appropriate to be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include included in the Proxy Statement the Recommendation and (iiiii) subject to Section 5.3 of this Agreementat the Stockholders' Meeting, use commercially reasonable efforts to solicit from its stockholders proxies in favor of if held, or any postponement or adjournment thereof (or at any other meeting at which the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone Merger or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall are considered by stockholders), it will vote, or cause to be voted, all of the shares Shares over which it or any of Common Stock held by Parentits Subsidiaries has voting control, Merger Sub and their respective affiliates if any, in favor of the approval and adoption and approval of this Agreement and the Merger in accordance with applicable lawtransactions contemplated hereby. (c) The Company, acting through the Board, shall, in accordance with its articles of incorporation and bylaws and with applicable Law, promptly and duly call, give notice of, convene and hold, as soon as practicable following the date upon which the Proxy Statement is cleared by the SEC, a special or annual meeting of its stockholders for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"), and shall except as otherwise provided in Section 5.2(b), (i) recommend adoption of this Agreement and include in the Proxy Statement such recommendation and (ii) use its reasonable efforts to solicit and obtain such adoption. Notwithstanding any withdrawal, amendment or modification by the foregoing, if a Short-Form Merger may be effected Board or any committee thereof of its recommendation of this Agreement in accordance with Section 2.7 and 5.2(b) or the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal, or any other fact or circumstance, this Agreement, unless it shall have been terminated pursuant to Section 253 7.1(f) or otherwise, shall be submitted to the stockholders of the DGCLCompany at the Stockholders' Meeting as promptly as practicable for the purpose of allowing the stockholders to vote upon adoption of this Agreement. (d) Anything to the contrary notwithstanding, no obligation of the Company or the Board under Section 5.6(c) shall be imposed if inconsistent with or in violation of NRS 92A.120(10) or Section 3.3(e). (e) In accordance with NRS 92A.410, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 notice of the DGCLStockholders' Meeting shall state that holders of Class B Stock may be entitled to dissenters' rights under NRS 92A.300 through 92A.500, inclusive, and be accompanied by a copy of those sections.

Proxy Statement; Stockholders Meeting. (a) If Promptly following the Closing Date the Company Stockholder Approval is required under shall take all action necessary to call a meeting of its stockholders (the DGCL to effect "Stockholders Meeting"), which shall occur not later than 120 days after the MergerClosing Date (the "Stockholders Meeting Deadline"), as soon as reasonably practicable following for the Acceptance Datepurpose of seeking approval of the Company's stockholders for the Recapitalization (the "Proposal"). In connection therewith, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company's obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if The Company shall include the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of Board Recommendation in the Proxy Statement by the SECand take all commercially reasonable action (including, without limitation, the Company, acting through its hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Proposal unless the Board of DirectorsDirectors shall have modified, amended or withdrawn the Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. The Company covenants that the Board of Directors of the Company shall not modify, amend or withdraw the Company Board Recommendation unless the Board of Directors (after consultation with the Company's outside counsel) shall determine in the good faith exercise of its business judgment that maintaining the Company Board Recommendation would violate its fiduciary duty to the Company's stockholders. Whether or not the Company's Board of Directors modifies, amends or withdraws the Company Board Recommendation pursuant to the immediately preceding sentence, the Company shall in accordance with Section 146 of the Delaware General Corporation Law and the provisions of its Certificate of Incorporation and Bylaws, (i) take all action necessary in accordance with to convene the DGCL Stockholders Meeting as promptly as practicable, but no later than the Stockholders Meeting Deadline, to consider and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for vote upon the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing approval of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, Proposal and (ii) subject submit the Proposal at the Stockholders Meeting to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and for their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawapproval. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If Promptly following the execution and delivery of this Agreement the Company Stockholder Approval is required under shall take all action necessary to call a meeting of its stockholders (the DGCL "Stockholders Meeting"), which shall occur not later than May 15, 2007 (the "Stockholders Meeting Deadline"), for the purpose of seeking approval of the Company's stockholders for (i) the issuance and sale to effect the MergerInvestors of the Remaining Securities and (ii) the full adjustment of the Warrants in accordance with the provisions of Section 8(f)(8) thereof (collectively, as soon as reasonably practicable following the Acceptance Date"Proposals"). In connection therewith, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement, which information shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company's obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required their fiduciary obligations under the DGCL to effect the Merger, applicable law (as soon as reasonably practicable following the clearance of the Proxy Statement determined in good faith by the SECCompany's Board of Directors after consultation with the Company's outside counsel), the Company, acting through its 's Board of Directors, Directors shall (i) take all action necessary in accordance with recommend to the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its Company's stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, stockholders (and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3their fiduciary obligations, include in the Proxy Statement the Recommendation and (iiinot revoke or amend such recommendation) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies vote in favor of the adoption of this Agreement. Once Proposals (the "Company Board Recommendation") and shall cause the Company Meeting has been called and noticedto take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Proposals unless the Board of Directors shall have modified, amended or withdrawn the Company Board Recommendation pursuant to the provisions of the immediately succeeding sentence. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendations to the Company's stockholders, the Company shall not postpone or adjourn take all commercially reasonable action necessary to convene the Company Stockholders Meeting without as promptly as practicable, but no later than the consent of Parent. Notwithstanding anything Stockholders Meeting Deadline, to consider and vote upon the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all approval of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawProposals. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If As soon as practicable after the execution of this Agreement but no later than 10 Business Days after the execution of this Agreement; provided that if the Company Stockholder Approval is required under has not received the DGCL to effect Manager Financial Information within the Merger10 Business Days after the execution of this Agreement, as soon as reasonably practicable then no later than 5 Business Days following receipt by the Acceptance DateCompany of the Manager Financial Information, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file with the SEC the preliminary Proxy Statement and Statement. The Company shall respond to any comments of the SEC or its staff and resolve all shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall (i) promptly provide the Investor and its counsel notice of the receipt of any written comments, and promptly inform the Investor and its counsel of the receipt of any oral comments, of the SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to applicable Laws, the Investor and its counsel copies of all correspondence between the Company or any representative of the Company and Parent the SEC, (with respect ii) give the Investor and its counsel the opportunity to itself review and Merger Sub) each shall, comment upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which prior to its being filed with the SEC and shall have become false give the Investor and its counsel the opportunity to review and comment upon all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or misleading sent to, the SEC, in any material respect. The Company shall provide Parent and Merger Sub with each case to the extent practicable, (in writing, if writteniii) subject to Section 5.8(b), use its commercially reasonable efforts to obtain the Stockholder Approval and shall consult (iv) use its reasonable best efforts otherwise to comply with Parent regardingall legal requirements applicable to such meeting. If, at any time prior to the Stockholder Meeting, any comments (written information relating to the Company, the Investor or oral) that may Manager or any of their respective Affiliates, directors or officers should be received discovered by the Company or its counsel from Investor, which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings so that the Proxy Statement or the Other Filings shall 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 are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing the Other Filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect to thereto, the Proxy Statement promptly after receipt thereof. Parent and its counsel Party responsible for filing or mailing such document shall be given provide the other Party a reasonable opportunity to review any and comment on such written document or response and oral shall include in such document or response comments and reasonably proposed responses before they are filed with by the SECother party. The Company and the Investor shall give reasonable cooperate with one another in connection with the preparation of the Proxy Statement and good faith consideration to any comments made by Parent and its counselshall furnish all information concerning such Party as the other Party may reasonably request in connection with the preparation of the Proxy Statement. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the The Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable the Stockholders Meeting for the purpose of obtaining considering and voting upon the Company Stockholder Approval (issuance of the shares comprising the Stock Consideration and the Conversion Shares and shall use its commercially reasonable efforts to cause such meeting or any adjournment or postponement thereofto occur as promptly as reasonably practicable. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.10(b), the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement shall include the Company Recommendation and the Board of Directors of the Company (iiiand all applicable committees thereof) subject shall use its reasonable best efforts to obtain from its stockholders the Stockholder Approval in favor of the consummation of the transactions contemplated by this Agreement. Unless this Agreement is validly terminated in accordance with its terms pursuant to Article 8, the Company shall submit the issuance of the shares comprising Stock Consideration and the Conversion Shares to its stockholders at the Stockholder Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Change of Board Recommendation or proposed or announced any intention to do so. Subject to Section 5.3 of this Agreement5.10(a), use commercially the Company shall take all action that is both reasonable efforts and lawful to solicit from its stockholders proxies in favor of the adoption issuance of this Agreement. Once the Company Meeting has been called shares comprising the Stock Consideration and noticedthe Conversion Shares, and shall take all other action reasonably necessary or advisable to secure the Company shall not postpone or adjourn the Company Meeting without the consent of ParentStockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall may adjourn or postpone the Stockholders Meeting to a date that is not be more than 30 days after the original scheduled date for the Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to hold the Company Meeting if this Agreement Proxy Statement is terminated. Parent shall voteprovided to the Company’s stockholders, or cause to be voted, all if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock held represented (either in person or by Parent, Merger Sub and their respective affiliates in favor proxy) to constitute a quorum necessary to conduct the business of the adoption and Stockholders Meeting. (c) Except as provided for in Section 5.10(b), neither the Board of Directors of the Company nor the Special Committee shall withdraw, qualify, or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to the Investor, the Company Recommendation or the approval or declaration of advisability by the Board of Directors of the Company or the Special Committee of this Agreement and the Merger in accordance with applicable lawtransactions contemplated hereby. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable Promptly following the Acceptance Dateexecution and delivery of this Agreement, the Company shallshall take all action necessary to call a meeting of its stockholders (the "Stockholders Meeting") for the purpose of seeking approval of the Company's stockholders for (i) the issuance and sale to the Investors of the Securities, with and (ii) the assistance of Parent Reverse Split (not to be unreasonably withheldthe "Proposals"). In connection therewith, conditioned or delayed), the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company's obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject The Company's Board of Directors shall recommend to the other provisions Company's stockholders (and not revoke or amend such recommendation) that the stockholders vote in favor of this Agreement, if the Proposals and shall cause the Company Stockholder Approval is required under to take all commercially reasonable action (including, without limitation, the DGCL hiring of a proxy solicitation firm of nationally recognized standing) to effect solicit the Merger, as soon as reasonably practicable following the clearance approval of the Proxy Statement by stockholders for the SECProposals. Notwithstanding the foregoing, the Company, acting through its 's Board of DirectorsDirectors is permitted to withdraw or modify its recommendation if required in order to comply with the fiduciary duties of the Company's Board of Directors under applicable law as determined by such Board of Directors in good faith after consultation with the Company's outside counsel. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's stockholders, the Company shall (i) take all action necessary be required to, and will take, in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws Bylaws, all action necessary to duly call, give notice of, convene the Stockholders Meeting as promptly as practicable to consider and hold a meeting of its stockholders for vote upon the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing approval of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawProposals. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following the Acceptance Datepracticable, the Company shall, Seller shall prepare and file with the assistance SEC the preliminary Proxy Statement. Purchaser shall reasonably cooperate with Seller in the preparation of Parent the Proxy Statement and shall furnish all information concerning Purchaser that is reasonably requested by Seller or required in connection with the preparation of the Proxy Statement. Seller shall provide Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement, shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser. The Proxy Statement and any amendment thereto shall not include any information regarding Purchaser’s business or employees without Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or delayed), prepare and file with . Seller shall use reasonable best efforts to respond promptly to any comments from the SEC or the staff of the SEC. Seller shall notify Purchaser promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall respond to (i) supply Purchaser with copies of all correspondence between Seller and resolve all any of its Representatives, on the one hand, and the SEC comments or the staff of the SEC, on the other hand, with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject or the transactions contemplated by this Agreement, (ii) provide Purchaser with a reasonable opportunity to applicable Lawsparticipate in the response to those comments and requests, the Company and Parent (iii) consider in good faith any comments provided by Purchaser with respect to itself responses to such comments and Merger Subrequests. The Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Exchange Act. If at any time prior to the Seller Stockholders’ Meeting (or any adjournment or postponement thereof) each shallany information relating to Purchaser or Seller, upon request by the otheror any of their respective Affiliates, furnish the other with all information concerning itself, its Subsidiaries, officers or directors, officers and stockholders and such other matters as may is discovered by Purchaser or Seller that is required to be reasonably necessary set forth in an amendment or advisable in connection with supplement to the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in so that the Proxy Statement which shall have become false would not include a misstatement of a material fact or misleading in omit to state any material respectfact 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 and an appropriate amendment or supplement describing such information shall be promptly filed by Seller with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of Seller. The Company Seller shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, cause the Proxy Statement to be mailed to Seller’s stockholders as promptly as reasonably practicable after the resolution of any comments (written or oral) that may be received by the Company or its counsel from of the SEC or its the staff of the SEC with respect to the preliminary Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any (such written and oral comments and proposed responses before they are filed with date, the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel“Clearance Date”). (b) Subject to the other provisions of this AgreementSection 5.3(f) and Section 5.4(c), if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, Seller shall (i) take all action necessary in accordance with the DGCL applicable Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to set a record date for, duly call, call and give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Seller Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Seller Stockholders’ Meeting”); provided, that ) as soon as reasonably practicable following the record date for any such Company Meeting Clearance Date. Unless Seller shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to have made a Seller Adverse Recommendation Change in accordance with Section 5.3, Seller shall include the Seller Recommendation in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreementshall solicit, and use commercially its reasonable best efforts to solicit from its stockholders obtain, the Seller Stockholder Approval at the Seller Stockholders’ Meeting (including by soliciting proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent). Notwithstanding anything a Seller Adverse Recommendation Change, Seller shall nonetheless submit this Agreement to the contrary contained in this Agreementstockholders of Seller for approval and adoption, the Company shall not be required to hold the Company Meeting if unless this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger terminated in accordance with applicable lawArticle IX. (c) Notwithstanding Seller shall cooperate with and keep Purchaser informed on a reasonably current basis regarding its solicitation efforts and voting results following the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 dissemination of the DGCL, Proxy Statement to its stockholders. Seller may adjourn or postpone the Company, Parent Seller Stockholders’ Meeting: (i) to allow time for the filing and Merger Sub shall take all dissemination of any supplemental or amended disclosure document that the Seller Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law; (ii) if Seller reasonably believes there will be insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary and appropriate action to cause conduct the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 business of the DGCLSeller Stockholders’ Meeting or to obtain the Seller Stockholder Approval (provided that, unless agreed by Purchaser, all such adjournments or postponements pursuant to this clause (ii) shall be for periods of no more than ten (10) Business Days each and no more than thirty-five (35) Business Days in the aggregate); or (iii) with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed).

Proxy Statement; Stockholders Meeting. (a) If Promptly following the execution and delivery of this Agreement the Company Stockholder Approval is required under shall take all action necessary to call a meeting of its stockholders (the DGCL “Stockholders Meeting”) for the purpose of seeking approval of the Company’s stockholders for (i) the issuance and sale to effect the Merger, as soon as reasonably practicable following Investors of the Acceptance DateShares (the “Proposal”). In connection therewith, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company’s obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required their fiduciary obligations under the DGCL to effect the Merger, applicable law (as soon as reasonably practicable following the clearance of the Proxy Statement determined in good faith by the SECCompany’s Board of Directors after consultation with the Company’s outside counsel), the Company, acting through its ’s Board of DirectorsDirectors shall recommend to the Company’s stockholders (and, shall (isubject to their fiduciary obligations, not revoke or amend such recommendation) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies vote in favor of the adoption of this Agreement. Once Proposal and shall cause the Company Meeting has been called and noticedto take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Proposal. Whether or not the Company’s Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company’s stockholders, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall voteto, or cause to be votedand will take, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding law and its Articles of Incorporation and Bylaws, all action necessary to convene the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 Stockholders Meeting as promptly as practicable to consider and Section 253 vote upon the approval of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCLProposal.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, As promptly as soon as reasonably practicable following the Acceptance Datedate hereof, the Company shall, with the assistance of Parent (not shall use its reasonable best efforts to be unreasonably withheld, conditioned or delayed), prepare and file by March 1, 2012 a proxy statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the Merger and adoption of this Agreement; provided, that Parent shall be given a reasonable opportunity to review and comment on the draft of the Proxy Statement before it is filed with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company shall coordinate and cooperate with, and give due consideration to all reasonable additions, deletions, or changes suggested by Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. ParentOnce such draft is in a form acceptable to both Parties, Merger Sub and the Company each agrees promptly to correct any information provided by it for use shall file the Proxy Statement with the SEC. The Company shall include in the Proxy Statement which the Company Recommendation unless the Company has withdrawn, modified or amended the Company Recommendation in accordance with Section 5.3. The Company shall have become false or misleading use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in any material respect. the Proxy Statement, and Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement and shall furnish all information concerning Parent and Merger Sub as is required to be included in the Proxy Statement. (b) The Company shall provide Parent and Merger Sub with (in writing, if written)copies of any written comments, and shall consult with inform Parent regardingof any oral comments, any comments (written or oral) that may be received by the Company or its counsel Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt thereofof such comments, and any written or oral responses thereto, and the Company shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Parent and its counsel shall be given a reasonable opportunity to review and comment on any such written responses and oral comments the Company shall coordinate and proposed responses before they are filed cooperate with, and give due consideration to all reasonable additions, deletions, or changes suggested by Parent in connection with the SECsuch responses. The Company shall give reasonable and good faith consideration shall, after consultation with Parent, respond promptly to any comments made by Parent and its counselthe SEC with respect to the Proxy Statement. (bc) Subject The Company shall use reasonable best efforts so that the Proxy Statement shall not, at the time the Proxy Statement is first mailed and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or necessary to make the statements in the Proxy Statement, in light of the circumstances under which they are made, not misleading; provided, however, that no such covenant or agreement is made by the Company with respect to information supplied by or on behalf of Parent, relating to Parent, Merger Sub or any Subsidiary of Parent, expressly for inclusion in the Proxy Statement. (d) The Company and Parent agree to promptly correct any information provided by it for use in the Proxy Statement if and to the other provisions of this Agreementextent that it shall have become false or misleading in any material respect or as otherwise required by applicable Laws, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if the Company Stockholder Approval any such correction is required under the DGCL to effect the Merger, as soon as reasonably practicable made following the clearance mailing of the Proxy Statement as provided in Section 6.1(e)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities Laws. (e) As promptly as reasonably practicable after the SECdate hereof, the Company, acting through its Board of Directors, shall Company shall: (i) take all action necessary in accordance with applicable Laws and the DGCL and its Certificate of Incorporation and Bylaws to Company Governing Documents, mail “broker search cards” with respect to, duly set a record date for, call, give notice of, convene convene, and hold a special meeting of its stockholders the Company Stockholders (including any adjournments and postponements, the “Special Meeting”) for the purpose of obtaining considering and taking action upon this Agreement (with the Company Stockholder Approval (such record date and meeting or any adjournment or postponement thereof, the “Company Meeting”date set in consultation with Parent); provided, that the broker search cards shall be mailed no later than the fifth (5th) Business Day after the date hereof and shall assume a record date for any such Company of March 22, 2012; provided, further, however, that the Special Meeting shall not be held before the Go-Shop Period Termination Date; provided, further, however, that the Company may postpone the Special Meeting (A) with the prior written consent of Parent (which prior written consent shall not be unreasonably withheld or delayed), (B) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith (after consultation with its outside legal counsel) is required under applicable Laws to be disseminated and reviewed by the Acceptance DateCompany’s stockholders prior to the Special Meeting, and, or (C) if the Top-Up Option is exercised Company has provided a written notice to Parent of an intention to make a Company Change of Recommendation as contemplated by ParentSection 5.3(b) and the latest five (5) or three (3) Business Day period (as applicable) contemplated by Section 5.3(b) has not then ended; (ii) cause the definitive Proxy Statement to be mailed to the Company Stockholders as promptly as practicable after, after and in any event no later than three (3) Business Days after, the later of (A) the date on which the closing of SEC shall have informed the purchase of the Top-Up Option Shares occurs pursuant Company that it does not intend to Section 1.3, (ii) subject review or has no further comments with respect to Section 5.3, include in the Proxy Statement the Recommendation Statement, and (B) March 16, 2012; and (iii) subject to Section 5.3 of this Agreement, use commercially its reasonable best efforts to solicit from its stockholders the Company Stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following the Acceptance Datedate of this Agreement, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file a preliminary Proxy Statement with the SEC SEC, which shall, subject to Section 6.7, include the Company Recommendation. The Investor shall cooperate with the Company in the preparation of the Proxy Statement, and shall furnish all information concerning the Investor or its Affiliates as the Company may reasonably request in the connection with the preparation and clearance of the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide the Investor with a reasonable opportunity to review and comment on such document or response and shall respond consider in good faith any comments on such document or response proposed by the Investor and, in any event, the Company agrees that all information relating to the Investor or any of its Affiliates included in the Proxy Statement, such amendments, supplements or responses shall be in form and resolve all SEC content reasonably satisfactory to the Investor. The Company shall notify the Investor promptly (and, in any event, within 24 hours) of the receipt of any comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to applicable Lawsthe Proxy Statement or for additional information and will promptly (and, in any event, within 24 hours) supply the Investor with copies of all correspondence between the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or the Contemplated Transactions. All filings by the Company with the SEC in connection with the Stockholders Meeting, and all mailings by the Company to the Company’s stockholders (in addition to the Proxy Statement) in connection therewith shall be subject to the same review and comment procedures as set forth in the foregoing sentences of this Section 6.12. (b) If, at any time prior to the Stockholders Meeting, any information relating to the Company or the Investor or any of their respective Affiliates is discovered by the Company or the Investor that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information with respect to itself shall as promptly after receipt as practicable notify the other Party thereof. Parent and its counsel Following such notification, to the extent required by applicable Law, the Company shall be given file with the SEC an appropriate amendment or supplement describing such information as promptly as reasonably practicable after the Investor has had a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with comment thereon, and, to the SEC. The extent required by applicable Law, the Company shall give reasonable and good faith consideration disseminate such amendment or supplement to any comments made by Parent and its counselthe shareholders of the Company. (bc) Subject to the other provisions of this Agreement, if the The Company Stockholder Approval is required under the DGCL to effect the Mergershall, as soon promptly as reasonably practicable following after the clearance execution of this Agreement (but in no event later than 35 calendar days after the date the Proxy Statement is cleared by the SEC, SEC for mailing to the Company’s stockholders), acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its the Company’s stockholders (the “Stockholders Meeting”) for the purpose of obtaining seeking the Company Stockholder Approval Required Vote (including with respect to the issuance of the Shares, the Supplemental Equity Financing, the Amended Certificate of Incorporation and such meeting other amendments to the Certificate of Incorporation as may be necessary or appropriate to give effect to any adjournment or postponement thereofof the Contemplated Transactions, and any other action that may be required with respect to any of the Contemplated Transactions). Subject to Section 6.7, the Board shall recommend that the Company’s shareholders approve such matters reflected in the prior sentence (the “Company MeetingRecommendation”); provided, that and the record date for any such Company Meeting shall be after the Acceptance Dateshall, and, if the Top-Up Option is exercised unless there has been a Change of Recommendation permitted by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially its reasonable best efforts to solicit from its stockholders shareholders proxies in favor of the adoption approval of the Amended Certificate of Incorporation and the Contemplated Transactions and such other matters. Without limiting the generality of the foregoing, unless this Agreement is terminated in accordance with its terms, such matters shall be submitted to the stockholders of the Company for approval at the Stockholders Meeting whether or not (x) the Board shall have effected a Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives. (d) Notwithstanding any provision of this Agreement. Once Agreement to the Company Meeting has been called and noticedcontrary, the Company shall not adjourn, recess or postpone the Stockholders Meeting or adjourn change the record date thereof except to the extent that the Company, acting in good faith after consulting with its outside legal counsel, determines that (i) such adjournment, recess or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company Meeting without the consent within a reasonable amount of Parent. Notwithstanding anything to the contrary contained time in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all advance of the Stockholders Meeting, (ii) as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock held represented (either in person or by Parent, Merger Sub and their respective affiliates in favor proxy) to constitute a quorum necessary to conduct the business of the adoption and approval Stockholders Meeting or to the extent that at such time the Company has not received proxies sufficient to allow the receipt of this Agreement the Required Vote at the Stockholders Meeting or (iii) such adjournment, recess or postponement is required by applicable Law; provided, that in the case of any postponement or adjournment (A) under clause (ii) above, the date of the Stockholders Meeting shall not be postponed or adjourned by more than an aggregate of ten (10) Business Days or (B) clause (iii) above, the date of the Stockholders Meeting shall not be postponed or adjourned by more than an aggregate of ten (10) Business Days or such other amount of time reasonably agreed by the Company and the Merger in accordance Investor to be necessary to comply with applicable lawLaw. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following after the Acceptance Datedate of this Agreement, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and shall use its reasonable best efforts to file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect to in preliminary form no later than fifteen (15) business days after the date of this Agreement. Unless the Board of Directors has made a Company Adverse Recommendation Change, the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, shall include the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respectBoard Recommendation. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any respond as promptly as reasonably practicable to all comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect concerning the Proxy Statement. Except in the case of any filing made, or response provided, after a Company Adverse Recommendation Change, prior to filing the Proxy Statement promptly after receipt thereof. (including any amendment or supplement thereto) with the SEC or responding to any comments of the SEC or its staff concerning the Proxy Statement, the Company shall afford Parent and its counsel shall be given a reasonable opportunity to review and propose comments on such Proxy Statement (or such amendment or supplement thereto) or such response, and the Company shall reasonably consider in good faith any such written and oral comments and reasonably proposed responses before they are filed with the SECby Parent. The Company shall give reasonable and good faith consideration to notify Parent as promptly as practicable of the Company’s receipt of any comments made (whether written or oral) from the SEC or its staff concerning the Proxy Statement or any request by Parent and its counsel. (b) Subject the SEC for any amendment or supplement to the other provisions of this AgreementProxy Statement, if and the Company Stockholder Approval is required under shall promptly provide Parent with copies of all correspondence between the DGCL Company, on the one hand, and the SEC or its staff, on the other hand, concerning the Proxy Statement. The Company shall file the definitive Proxy Statement with the SEC, and the Company shall use commercially reasonable efforts to effect cause the MergerProxy Statement to be mailed to the Company’s stockholders, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement (or confirms that it has no comments to, or will not further review, the Proxy Statement) (such date, the “Clearance Date”) (and in any event no later than three (3) business days following the clearance Clearance Date). Parent and Merger Sub shall cooperate with the Company and its counsel in connection with the actions contemplated by this Section 5.3(a) (including the preparation, filing and distribution of the Proxy Statement and the resolution of any comments received from the SEC or its staff concerning the Proxy Statement) and shall promptly furnish to the Company and its counsel in writing any and all information relating to Parent or Merger Sub required by the SECExchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. (b) If, at any time after the Proxy Statement is filed with the SEC in preliminary form but prior to the Stockholders Meeting, any information relating to the Company, acting through or any of its Board respective Affiliates, officers or directors, is discovered by the Company that should be set forth in an amendment or 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 Directorsthe circumstances under which they were made) not misleading, the Company shall (i) take all action necessary promptly notify Parent, and, to the extent required by Legal Requirements, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the Company’s stockholders in accordance with applicable Legal Requirements. (c) Subject to applicable Legal Requirements and to the DGCL and extent not prohibited by any Order, the Company shall, use its Certificate of Incorporation and Bylaws reasonable best efforts to duly call, give notice of, convene and hold hold, no later than forty (40) days after the Clearance Date, a meeting of its stockholders for the purpose holders of obtaining the Company Stockholder Approval record of Shares (such meeting or meeting, including any adjournment adjournment, recess or postponement thereof, the “Company Stockholders Meeting”); provided, that ) for the record date for any such Company Meeting shall be after purpose of (i) obtaining the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3Stockholder Approval, (ii) subject to Section 5.3if applicable, include in the Proxy Statement advisory vote required by Rule 14a-21(c) under the Recommendation Exchange Act, and (iii) subject if applicable, voting on a proposal to Section 5.3 adjourn as permitted below. The Company shall not submit any other proposals for approval at the Stockholders Meeting without the prior written consent of Parent. Unless the Board of Directors has made a Company Adverse Recommendation Change to the extent permitted by this Agreement, the Company shall use commercially reasonable best efforts to to: (i) solicit from its stockholders the holders of record of Shares proxies for the Stockholders Meeting in favor of the adoption of this AgreementAgreement and approval of the Transactions and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of record of Shares to obtain such adoption and approval. Once The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders The Company shall not, without the prior written consent of Parent, adjourn or postpone the Stockholders Meeting; provided that the Company may, without the prior written consent of Parent, but after good faith consultation with Parent, and shall at the request of Parent, cause the chairman of the Stockholders Meeting to adjourn or postpone the Stockholders Meeting: (A) if and to the extent such adjournment or postponement is required by an Order issued by any court or other Governmental Body of competent jurisdiction in connection with this Agreement, (B) for the absence of a quorum necessary to conduct the business of the Stockholders Meeting, or (C) to allow the solicitation of additional proxies if the Company reasonably determines that it has been called not received proxies representing a sufficient number of Shares to obtain the Stockholder Approval; provided that (x), other than pursuant to the foregoing clause (A), in no event shall the Stockholders Meeting be adjourned or postponed, without the prior written consent of the Company and noticedParent, for a period of more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled or for a date that is later than ten (10) business days before the End Date and (y) the Company shall not postpone or adjourn cause the Company Meeting without announcement at the consent original meeting of Parent. Notwithstanding anything to the contrary contained in this Agreementtime and place of the adjourned meeting, and the Company shall not means of remote communication, if any, by which stockholders and proxyholders may be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause deemed to be voted, all of the shares of Common Stock held by Parent, Merger Sub present in person and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawvote at such adjourned meeting. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (ai) If Promptly following the execution and delivery of this Agreement the Company Stockholder Approval is required under shall take all action necessary to call a meeting of its stockholders (the DGCL to effect the Merger"Stockholders Meeting"), as soon as reasonably practicable which shall occur promptly following the Acceptance DateCompany’s next annual stockholders meeting scheduled for June 23, 2005, but not later than September 30, 2005 (the "Stockholders Meeting Deadline"), for the purpose of seeking approval of the Company's stockholders to certain actions including, without limitation, the amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock to not less than 100,000,000 (the “Proposal”). In connection therewith, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Purchaser shall promptly furnish in writing to the Company such information relating to such Purchaser and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company's obligations under the Exchange Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Purchasers thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (bii) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required their fiduciary obligations under the DGCL to effect the Merger, applicable law (as soon as reasonably practicable following the clearance of the Proxy Statement determined in good faith by the SECCompany's Board of Directors after consultation with the Company's outside counsel), the Company, acting through its 's Board of DirectorsDirectors shall recommend to the Company's stockholders (and, subject to their fiduciary obligations, not revoke or amend such recommendation) that the stockholders vote in favor of the Proposal and shall (i) cause the Company to take all commercially reasonable action necessary to solicit the approval of the stockholders for the Proposal. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's stockholders, the Company shall be required to, and will take, in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws By-laws, all action necessary to duly callconvene the Stockholders Meeting as promptly as practicable, give notice ofbut no later than the Stockholders Meeting Deadline, convene to consider and hold a meeting of its stockholders for vote upon the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing approval of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawProposal. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the The Company Stockholder Approval is required under the DGCL to effect the Merger, shall as soon promptly as reasonably practicable following the Acceptance Date, date of this Agreement (and in any event within five calendar days after the Company shall, with date of this Agreement) prepare and mail a proxy statement relating to the assistance meeting of Parent (not the Company’s stockholders to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable held in connection with the Merger (as amended or supplemented from time to time, the “Proxy Statement. Parent, Merger Sub and ”) to the Company each agrees promptly to correct any information provided by it for use in stockholders of the Proxy Statement which shall have become false or misleading in any material respectCompany. The Company shall will provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance comment on drafts of the Proxy Statement by and other documents related to the SEC, meeting of stockholders of the Company to be held in connection with the Merger (the “Stockholders Meeting”) prior to mailing such documents to the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the ’s stockholders. The Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, will include in the Proxy Statement and such other documents related to the Recommendation Stockholders Meeting all comments reasonably and promptly proposed by the Parent or its legal counsel and each agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably. The Company will take all reasonable care to ensure that Proxy Statement will not, at the date the Proxy Statement is mailed to stockholders of the Company or at the time of the Stockholders Meeting, and at the Effective Time, 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 are made, not misleading. No representation or warranty is made by the Company with respect to information or statements made in the Proxy Statement based on information regarding Parent or its Affiliates supplied by or on behalf of Parent or its Affiliates for inclusion or incorporation by reference therein. The Company has taken and will take all reasonable care to ensure that any information notified publicly in connection with the Merger, including, without limitation, the Proxy Statement and any other announcements relating to the Merger, is made in accordance with the AIM Rules (iiiincluding AIM Rules 10, 13 and 41, as applicable) subject and the OTC Rules. Subject to Section 5.3 S ection 6.2 of this Agreement, use commercially reasonable efforts the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to solicit convene the Stockholders Meeting as promptly as practicable after the mailing of the Proxy Statement, and in any event within 30 calendar days after the date of this Agreement, to consider and vote upon the adoption of this Agreement and approval of the delisting of the Company Common Stock from its stockholders AIM and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or, if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or if holders of an insufficient number of shares of Company Common Stock have delivered proxies voting in favor of the adoption of this AgreementAgreement and the delisting from AIM to provide the Requisite Company Vote. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent Subject to Section 6.2 of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company Board shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the recommend such adoption and approval of this Agreement approval, as the case may be, and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate lawful action to cause solicit such adoption and approval. The Company agrees (i) to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports) and (ii) to give written notice to Parent one day prior to the Stockholders Meeting and on the day of, but prior to the Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Requisite Company Vote have been obtained. Except in the case of a Company Adverse Recommendation Change, Parent may require the Company to, and if so required the Company shall, adjourn or postpone the Stockholders Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting or if on the date of such meeting the Company has not received proxies representing a sufficient number of Shares necessary to obtain the Requisite Company Vote. Notwithstanding the foregoing Sections 6.3(a)-(d), this Section 6.3 shall not apply to the extent that Company and Parent agree that a meeting of the Company’s stockholders in connection with the Merger to become effective on is not required by the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of DGCL and the DGCLAIM Rules.

Proxy Statement; Stockholders Meeting. (a) If As promptly as practicable after the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the Acceptance Closing Date, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), shall prepare and file with the SEC the Proxy Statement and shall respond to and resolve all SEC comments with respect a proxy statement relating to the Proxy Statement as soon as practicable after receipt thereof. Subject Parent Stockholders Meeting to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable held in connection with the Conversion Proposal and Charter Amendment Proposal (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Parent, Merger Sub and the Company each agrees promptly Parent shall use its reasonable best efforts to correct any information provided by it for use in (i) cause the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent to comply with the applicable rules and Merger Sub with regulations promulgated by the SEC and (in writing, if written), and shall consult with Parent regarding, ii) respond promptly to any comments (written or oral) that may be received by the Company or its counsel from requests of the SEC or its staff with respect relating to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselStatement. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of Parent covenants and agrees that the Proxy Statement by (and the SECletter to stockholders, the Company, acting through its Board notice of Directors, shall meeting and form of proxy included therewith) will (i) take comply as to form in all action necessary in accordance material respects with the DGCL requirements of applicable U.S. federal securities laws and its Certificate of Incorporation the DGCL, and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject will not contain any untrue statement of a material fact or omit to Section 5.3state any material fact required to be stated therein or necessary in order to make the statements made therein, include in light of the Proxy Statement the Recommendation and circumstances under which they were made, not misleading. (iiic) subject to Section 5.3 of this Agreement, Parent shall use commercially reasonable efforts to solicit from cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its stockholders proxies in favor review of the adoption of this AgreementProxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. Once If Parent, First Merger Sub, Second Merger Sub or the Company Meeting has been called and noticedbecome aware of any event or information that, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything pursuant to the contrary contained Securities Act or the Exchange Act, should be disclosed in this Agreementan amendment or supplement to the Proxy Statement, as the Company case may be, then such party, as the case may be, shall not be required to hold promptly inform the Company Meeting if this Agreement is terminated. other parties thereof and shall cooperate with such other parties in Parent shall vote, filing such amendment or cause to be voted, all of supplement with the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoingSEC and, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meetingappropriate, in accordance with Section 253 of mailing such amendment or supplement to the DGCLParent stockholders.

Proxy Statement; Stockholders Meeting. (a) If Within ten (10) days following the Company Stockholder Approval is required under date hereof, the DGCL Seller shall prepare and cause to effect be filed with the MergerSEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall include the Seller Board Recommendation with respect to this Agreement. The Seller shall promptly notify the Buyer and Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide the Buyer and Parent with copies of all correspondence between the Seller and its representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their reasonable best efforts to respond as soon promptly as reasonably practicable following the Acceptance Date, the Company shall, with the assistance to any comments of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC (or the Proxy Statement and shall respond to and resolve all SEC comments staff of the SEC) with respect to the Proxy Statement. The Seller shall use its reasonable best efforts so that the Proxy Statement will comply as soon as practicable after receipt thereofto form in all material respects with the provisions of the Securities Exchange Act and the rules and regulations promulgated thereunder. Subject Prior to applicable Lawsfiling or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company Seller shall provide the Buyer and Parent a reasonable opportunity to review and to propose comments on such document or response (with respect which comments shall be provided promptly and be reasonably considered). (b) Each of the Buyer and Parent shall furnish to itself and Merger Sub) each shall, upon request by the other, furnish the other with Seller all information concerning itself, its Subsidiaries, directors, officers the Buyer and stockholders and such other matters Parent as may be reasonably necessary or advisable requested by the Seller in connection with the Proxy Statement, including such information that is required by the Securities Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise assist and cooperate with the Seller in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). Each of the Buyer and Parent will, upon request of the Seller, confirm and/or supplement the information relating to the Buyer or Parent, Merger Sub as the case may be, supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, such information shall not, to the Knowledge of Buyer or Parent, 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. (c) The Seller shall, as promptly as practicable (and in any event within five (5) Business Days following the Proxy Statement Clearance Date), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the approval of this Agreement (including any adjournment or postponement thereof, the “Stockholders’ Meeting”) and (y) mail to the holders of the Seller’s common stock as of the record date established for the Stockholders’ Meeting (such date, the “Proxy Date”) a Proxy Statement. The Seller shall duly call, convene and hold the Stockholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Seller, in its reasonable judgment and following consultation with the Buyer and Parent, shall determine the length of any period for the solicitation of proxies from its stockholders and, furthermore, that the Seller may postpone, recess or adjourn the Stockholders’ Meeting: (i) with the consent of the Buyer, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Requisite Stockholder Approval or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure that the Seller’s board of directors has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Seller’s stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this paragraph 4.10(c), in no event shall the Stockholders’ Meeting take place after December 15, 2016 without the Buyer’s express written consent. Once the Seller has established a record date for the Stockholders’ Meeting, the Seller shall not change such record date or establish a different record date for the Stockholders’ Meeting without the prior written consent of the Buyer, unless required to do so by applicable law or the Seller’s bylaws. Unless the Seller’s board of directors determined in good faith that the failure to change its recommendation would reasonably be expected to breach its duties under applicable law (“Change in Recommendation”), the Seller shall use its reasonable best efforts to solicit proxies in favor of the approval of this Agreement and shall ensure that all proxies solicited in connection with the Stockholders’ Meeting are solicited in compliance with all applicable laws and all rules of NASDAQ. (d) If at any time prior to the Closing Date any event or circumstance relating to the Seller, any of the Seller’s Subsidiaries, the Buyer or Parent, or their respective officers or directors, is discovered by the Seller or the Buyer, respectively, which, pursuant to the Securities Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other. Each of the Buyer and the Company each Seller agrees promptly to correct any information provided by it for use in the Proxy Statement Statement, which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselmisleading. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If As promptly as practicable after the execution of this Agreement, the Company Stockholder Approval is required under and Parent shall cooperate in preparing and the DGCL Company shall cause to effect be filed with the SEC, in connection with the Merger, a proxy statement in preliminary form (together with any amendments or supplements thereto, the “Proxy Statement”). Each of the Company, Parent and Merger Sub shall use their respective reasonable best efforts to furnish the information required to be included by the SEC in the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon promptly as reasonably practicable following after filing. The Company shall as promptly as practicable thereafter mail the Acceptance DateProxy Statement to its stockholders. In furtherance of the foregoing, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), prepare and file with the SEC the Proxy Statement and shall respond promptly to and resolve all SEC any comments with respect to the Proxy Statement as soon as practicable after receipt thereofStatement. Subject to applicable LawsNo filing of, or amendment or supplement to, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request Proxy Statement will be made by the otherCompany without providing Parent a reasonable opportunity to review and comment thereon. If at any time after the date the Proxy Statement is mailed to the Company’s stockholders and prior to the Special Meeting any information relating to the Company, furnish Parent, Merger Sub or any of their respective affiliates, officers or directors, should be discovered by the Company, Parent or Merger Sub which is required to be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with all information concerning itselfthe SEC and, its Subsidiariesto the extent required by Law, directors, officers and disseminated to the stockholders and such other matters as may be reasonably necessary or advisable of the Company. (b) All documents that the Company is responsible for filing with the SEC in connection with the Proxy Statement. Parent, Merger Sub and transactions contemplated herein will comply as to form in all material respects with applicable requirements of the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respectExchange Act. The Company shall provide notify Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, promptly of the receipt of any comments (written or oral) that may be received by the Company or its counsel from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with or the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counselMerger. (bc) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the The Company, acting through its Board of Directorsthe Company Board, shall (i) take all action necessary shall, in accordance with the DGCL its certificate of incorporation and its Certificate of Incorporation bylaws and Bylaws to with applicable Law, promptly and duly call, give notice of, convene and hold hold, as soon as practicable, and in no event later than 45 days after the date the Company begins mailing the Proxy Statement to its stockholders, a special meeting of its stockholders for the sole purpose of obtaining the Company Stockholder Approval considering and taking action upon this Agreement (such meeting or any adjournment or postponement thereof, the “Company Special Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Dateand shall, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to except as otherwise provided in Section 1.35.3(e) or Section 5.3(f) (and in compliance therewith), (iii) subject to Section 5.3, recommend adoption of this Agreement by the Company’s stockholders and include in the Proxy Statement the Recommendation such recommendation and (iiiii) subject to Section 5.3 of this Agreement, use commercially its reasonable best efforts to solicit from its and obtain such adoption. Notwithstanding any Adverse Recommendation Change in accordance with Section 5.3(e) or Section 5.3(f) or the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal, or any other fact or circumstance (except for the termination of this Agreement pursuant to Section 7.1), this Agreement shall be submitted to the stockholders proxies in favor of the adoption Company at the Special Meeting for the purpose of adopting this Agreement. Once At any such Special Meeting following any such withdrawal, amendment or modification of the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent Board’s recommendation of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if may submit this Agreement is terminated. Parent shall vote, to its stockholders without a recommendation or cause to be voted, all of with a negative recommendation (although the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and by the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger Board may not be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meetingrescinded or amended), in accordance with which event the Board may, subject to Section 253 5.3(e) or Section 5.3(f), communicate the basis for its lack of a recommendation or negative recommendation to its stockholders in the DGCLProxy Statement or an appropriate amendment or supplement thereto.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable Promptly following the Acceptance Dateexecution and delivery of this Agreement, if required, the Company shallshall take all action necessary to call a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of seeking approval of the Company’s stockholders for the issuance and sale to the Investors of the Securities (the “Proposal”). In connection therewith, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed), Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall promptly mail such proxy materials to the stockholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement and shall respond not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to and resolve all SEC comments stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement as soon as practicable after receipt thereof. Subject Statement, in addition to applicable Lawsthe Company’s obligations under the 1934 Act, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will promptly inform the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement promptly after receipt Investors thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required their fiduciary obligations under the DGCL to effect the Merger, applicable law (as soon as reasonably practicable following the clearance of the Proxy Statement determined in good faith by the SECCompany’s Board of Directors after consultation with the Company’s outside counsel), the Company, acting through its ’s Board of Directors, Directors shall recommend to the Company’s stockholders (iand not revoke or amend such recommendation) that the stockholders vote in favor of the Proposal and shall cause the Company to take all commercially reasonable action necessary (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Proposal. Whether or not the Company’s Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company’s stockholders, the Company shall be required to, and will take, in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws Bylaws, all action necessary to duly call, give notice of, convene the Stockholders Meeting as promptly as practicable to consider and hold a meeting of its stockholders for vote upon the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing approval of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawProposal. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as As soon as reasonably practicable following the Acceptance Datedate of this Agreement, the Company shall, with the assistance of Parent (not to be unreasonably withheld, conditioned or delayed)Parent, prepare and file with the SEC the preliminary Proxy Statement and the Company Schedule 13E-3, and shall respond to and resolve all SEC comments with respect to the Proxy Statement such filings as soon as practicable after receipt thereof. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy StatementStatement and the Company Schedule 13E-3. Each of Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement and the Company Schedule 13E-3 which shall have become false or misleading in any material respectmisleading. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent and Merger Sub regarding, any comments (written or oral) that may be received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement such filings promptly after receipt thereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses before they are filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (b) Subject to the other provisions of this Agreement, if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following after the clearance of SEC indicates that it has no further comments on the Proxy Statement by or the SECCompany Schedule 13E-3, the Company, acting through its Board of Directors (acting through the Special Committee, if such committee still exists, or otherwise by resolution of a majority of its Disinterested Directors), shall (i) take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (such meeting or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in the Proxy Statement the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all of the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable law. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action agree to cause the all shares of Common Stock owned by Parent and Merger Sub or any subsidiary of Parent or Merger Sub to become effective on the dates specified be voted in Section 2.2 without a Company Meeting, in accordance with Section 253 favor or approval of the DGCLMerger.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following (and no later than 15 Business Days) after the Acceptance Datedate hereof, or such other date as mutually agreed by the parties in writing, the Company shallshall prepare, in consultation with the assistance of Parent (not to be unreasonably withheldParent, conditioned or delayed), prepare and file with the SEC the preliminary Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereofStatement. Subject to applicable LawsSection 6.9(d) and Section 6.9(e), the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish Company Board shall include the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Company Recommendation in connection with the Proxy Statement. Parent, Merger Sub and Each of the Company each agrees promptly and Parent shall furnish all information concerning itself and its respective Affiliates that is required to correct any information provided by it for use be included in the Proxy Statement which or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. The Company agrees that the Proxy Statement shall have become false comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or misleading incorporated by reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Common Stockholders, at the time of the Stockholders’ Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation by reference therein. Parent and Xxxxxx Sub agree that no information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Common Stockholders, at the time of the Stockholders’ Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, use its reasonable best efforts to respond as promptly as practicable to any comments (written or oral) that may be received by the Company or its counsel from of the SEC or its staff with respect to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement. Prior to filing or mailing the Proxy Statement promptly after receipt thereof. (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff thereto, the Company (i) shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on such document or response; (ii) shall consider any comments proposed by Parent in good faith and (iii) shall not file or mail such written and oral comments and proposed responses before they are filed with document, or respond to the SECSEC or its staff, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. The Company will cause the definitive Proxy Statement to be mailed at the earliest reasonably practicable date to the Company Common Stockholders entitled to vote at the Stockholders’ Meeting (and in any event no later than 20 days before the date of the Stockholders’ Meeting). If, at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement does not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall give reasonable promptly notify the other party and good faith consideration correct such information, and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to any comments the extent required by applicable Law, disseminate such information to the Company Common Stockholders. Except in connection with a Company Adverse Recommendation Change in accordance with Section 6.9(d) or (e), no amendment or supplement to the Proxy Statement shall be made by Parent and its counselthe Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Subject to Within two (2) Business Days after the other provisions date hereof (and thereafter, upon the reasonable request of this AgreementParent), if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary conduct a “broker search” in accordance with Rule 14a-13 of the DGCL and its Certificate of Incorporation and Bylaws to Exchange Act. The Company shall, as promptly as practicable after the date hereof, duly call, give notice of, convene and hold a meeting of its stockholders Company Common Stockholders for the purpose of obtaining the Requisite Company Stockholder Approval Vote (the “Stockholders’ Meeting”) with a record date and meeting date to be selected after reasonable consultation with Parent, which meeting date shall be no later than 35 days after (i) the 10th day after the preliminary Proxy Statement has been filed with the SEC (or if such meeting or any adjournment or postponement thereofdate is not a Business Day, the “next succeeding Business Day) if by such date the SEC has not informed the Company Meeting”); providedthat it intends to review the Proxy Statement or (ii) if by such 10th day the SEC has informed the Company that it intends to review the Proxy Statement, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3, (ii) subject to Section 5.3, include in SEC confirms that it has no further comments on the Proxy Statement Statement. The notice of such Stockholders’ Meeting shall state that a resolution to adopt this Agreement shall be considered at the Stockholders’ Meeting. Subject to a Company Adverse Recommendation and Change in accordance with Section 6.9(d) or (iii) subject to Section 5.3 of this Agreemente), the Company shall use commercially its reasonable best efforts to solicit from its stockholders and obtain the Requisite Company Vote. The Company shall (A) provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Stockholders’ Meeting, and on the day of, but prior to the Stockholders’ Meeting, indicating whether as of such date sufficient proxies in favor of representing the adoption of this Agreement. Once the Requisite Company Meeting Vote has been called and noticedobtained. Notwithstanding anything to the contrary contained herein, the Company shall not postpone or adjourn the Company Stockholders’ Meeting without the prior written consent of Parent; provided that if at any time following the dissemination of the Proxy Statement, either the Company or Parent reasonably determines in good faith that the Requisite Company Vote is unlikely to be obtained at the Stockholders’ Meeting, including due to an absence of a quorum, then subject to applicable Law, each of the Company and Parent shall have the right to require an adjournment or postponement of the Stockholders’ Meeting for the purpose of soliciting additional votes in favor of this Agreement; provided, further, that no such single adjournment or postponement shall delay the Stockholders’ Meeting by more than ten days from the prior-scheduled date or to a date on or after the fifth Business Day preceding the Outside Date. Notwithstanding anything to the contrary contained in this Agreementforegoing, the Company may postpone or adjourn the Stockholders’ Meeting if (1) the Company is required to postpone or adjourn the Stockholders’ Meeting by applicable Law, or (2) the Company Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Stockholders’ Meeting in order to give the Stockholders sufficient time to evaluate any information or disclosure that the Company has sent or otherwise made available to such holders by issuing a press release, filing materials with the SEC or otherwise (in each case so long as any such information or disclosure was made in compliance in all material respects with this Agreement); provided that the Company shall be permitted to postpone or adjourn the Stockholders’ Meeting pursuant to this clause (2) on no more than two occasions and no such adjournment or postponement shall delay the Stockholders’ Meeting by more than ten days from the prior-scheduled date or to a date on or after the fifth Business Day preceding the Outside Date. Except as required by applicable Law, in no event shall the record date of the Stockholders’ Meeting be changed without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, but subject to Section 6.9 and the Company’s rights to terminate this Agreement under the circumstances set forth in Section 8.1, the Company agrees that its obligations pursuant to this Section 6.2 shall not be required affected by the commencement, public proposal, public disclosure or communication to hold the Company Meeting if or any other person of any Acquisition Proposal or by any event constituting or that could constitute an Intervening Event. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is terminated. Parent has been validly terminated pursuant to Section 8.1, (A) the Company shall vote, or cause submit this Agreement to the Company Common Stockholders for approval at the Stockholders’ Meeting and (B) the only matters to be voted, all of voted upon at the shares of Common Stock held by Parent, Merger Sub and their respective affiliates in favor of Stockholders’ Meeting shall be the adoption and approval of this Agreement and the Merger routine proposals required in accordance connection with applicable lawsuch vote (and not any other matters, including any Acquisition Proposal). (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.

Proxy Statement; Stockholders Meeting. (a) If the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon As promptly as reasonably practicable following after the Acceptance Datedate hereof (provided, that Parent complies with its obligations in this Section 6.2), the Company shallshall prepare, in consultation with the assistance of Parent (not to be unreasonably withheldParent, conditioned or delayed), prepare and file with the SEC the preliminary Proxy Statement and shall respond to and resolve all SEC comments with respect to the Proxy Statement as soon as practicable after receipt thereofStatement. Subject to applicable LawsSection 6.9(d) and Section 6.9(e), the Company and the Company Board shall include the Company Recommendation in the Proxy Statement. Parent (with respect to itself and Merger Sub) each shall, upon request by the other, shall furnish the other with all information concerning itself, itself and its Subsidiaries, directors, officers respective Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement and stockholders shall otherwise assist and such other matters cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC as may be reasonably necessary or advisable requested by the Company from time to time. The Company shall cause the Proxy Statement to comply as to form in connection all material respects with the Proxy Statementrequirements of the Exchange Act. ParentEach of the Company, Parent and Merger Sub and the Company each agrees promptly to shall correct any information provided by it specifically for use inclusion or incorporation by reference in the Proxy Statement which shall have become false as promptly as reasonably practicable if , at the date the Proxy Statement is filed with the SEC or misleading in mailed to the Company Common Stockholders, at the time of the Stockholders’ Meeting, or at the time of any amendment or supplement thereof, the Proxy Statement contains any untrue statement of a material fact or omits to state any material respectfact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall provide Parent and Merger Sub with (in writing, if written), and shall consult with Parent regarding, use its reasonable best efforts to respond as promptly as practicable to any comments (written or oral) that may be received by the Company or its counsel from of the SEC or its staff with respect to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement. Prior to filing or mailing the Proxy Statement promptly after receipt thereof. (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff thereto, the Company (i) shall give Parent and its counsel shall be given a reasonable opportunity to review and comment on such document or response, (ii) shall consider any comments proposed by ​ ​ Parent in good faith and (iii) shall not file or mail such written and oral comments and proposed responses before they are filed with document, or respond to the SECSEC or its staff, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. The Company will cause the definitive Proxy Statement to be mailed at the earliest reasonably practicable date to the Company Common Stockholders entitled to vote at the Stockholders’ Meeting (and in any event no later than twenty (20) days before the date of the Stockholders’ Meeting). If, at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement does not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading, the party that discovers such information shall give reasonable promptly notify the other party and good faith consideration correct such information, and the Company shall file an appropriate amendment or supplement describing such information with the SEC and, to any comments the extent required by applicable Law, disseminate such information to the Company Common Stockholders. Except in connection with a Company Adverse Recommendation Change in accordance with Section 6.9(d) or (e), no amendment or supplement to the Proxy Statement shall be made by Parent and its counselthe Company without the written approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Subject to the other provisions of this AgreementSection 6.9(d) and (e), if the Company Stockholder Approval is required under the DGCL to effect the Merger, as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through its Board of Directors, shall (i) take all action necessary promptly conduct a “broker search” in accordance with Rule 14a-13 of the DGCL and its Certificate of Incorporation and Bylaws to Exchange Act. The Company shall, as promptly as practicable after the date hereof, duly call, give notice of, convene and hold a meeting of its stockholders Company Common Stockholders for the purpose of obtaining the Requisite Company Stockholder Approval Vote (the “Stockholders’ Meeting”) with a record date and meeting date to be selected after reasonable consultation with Parent; provided that the Company may postpone, recess or adjourn such meeting (i) to the extent required by Law or any adjournment or postponement thereof, the “Company Meeting”); provided, that the record date for any such Company Meeting shall be after the Acceptance Date, and, if the Top-Up Option is exercised by Parent, after the date on which the closing of the purchase of the Top-Up Option Shares occurs pursuant to Section 1.3fiduciary duty, (ii) subject to Section 5.3allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Requisite Company Vote, include (iii) if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the Recommendation and (iii) subject to Section 5.3 of this Agreement, use commercially reasonable efforts to solicit from its stockholders proxies in favor business of the adoption Stockholders’ Meeting or (iv) to allow reasonable additional time for the filing and dissemination of this Agreement. Once any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Law or fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting. The notice of such Stockholders’ Meeting has been called and noticedshall state that a resolution to adopt this Agreement shall be considered at the Stockholders’ Meeting. Subject to a Company Adverse Recommendation Change in accordance with Section 6.9(d) or (e), the Company shall not postpone or adjourn use its reasonable best efforts to solicit and obtain the Requisite Company Meeting without the consent of ParentVote. Notwithstanding anything The Company shall (A) provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one (1) day prior to the contrary contained Stockholders’ Meeting, and on the day of, but prior to the Stockholders’ Meeting, indicating whether as of such date sufficient proxies ​ ​ representing the Requisite Company Vote has been obtained. Without limiting the generality of the foregoing, but subject to Section 6.9 and the Company’s rights to terminate this Agreement under the circumstances set forth in this AgreementSection 8.1, the Company agrees that its obligations pursuant to this Section 6.2 shall not be required affected by the commencement, public proposal, public disclosure or communication to hold the Company Meeting if this Agreement is terminated. Parent shall vote, or cause to be voted, all any other person of the shares of Common Stock held any Acquisition Proposal or by Parent, Merger Sub and their respective affiliates in favor of the adoption and approval of this Agreement and the Merger in accordance with applicable lawany event constituting or that could constitute an Intervening Event. (c) Notwithstanding the foregoing, if a Short-Form Merger may be effected in accordance with Section 2.7 and Section 253 of the DGCL, the Company, Parent and Merger Sub shall take all necessary and appropriate action to cause the Merger to become effective on the dates specified in Section 2.2 without a Company Meeting, in accordance with Section 253 of the DGCL.