Common use of Proxy Statement Clause in Contracts

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, and each of the Company and Parent shallas so corrected, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file to be filed with the SEC all Other Filings that are and disseminated to the Company Stockholders, in each case as and to the extent required to be filed by such party in connection with the Transactions contemplated herebyapplicable Laws. The Company shall consult with Parent provide Parent, Acquisition Sub and provide Parent and its their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and any amendments or supplements thereto (the Company shall give reasonable and good faith consideration to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofAcquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall cause the Proxy Statement provide in writing to comply with all applicable rules Parent, Acquisition Sub and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its their counsel with a copy or a description of any comments received by or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after such receipt, and the Company shall respond as promptly as practicable provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier comments of (i) receiving notification that the SEC or its staff is not reviewing (including a reasonable opportunity to review and comment on any such response, to which the Proxy Statement or (iiCompany shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the conclusion of any SEC or its staff review regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article X, subject to the terms of Section 6.3(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following The Company, in cooperation with the Parent, shall use reasonable best efforts to, within 20 calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentspracticable. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after the earlier date the SEC staff advises that it has no further comments thereon or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of (i) receiving notification the Proxy Statement or otherwise advise on or before such tenth calendar day that it shall provide comments, as promptly as practicable following such tenth calendar day; provided, however, that the Company shall not be required to mail the Proxy Statement prior to the expiration of any Notice Period. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any event amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by the Parent. The Parent will furnish in writing to the Company in a timely manner the information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use Parent and Merger Sub required to be set forth in the Proxy Statement Statement. Whenever any event occurs which is required to have become false or misleading be set forth in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following after the date consummation of this Agreementthe Offer and if required by the Exchange Act, the Company shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement, . Parent and each Merger Sub agree to cooperate with the Company in the preparation of the Company Proxy Statement and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with other proxy solicitation materials of the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyCompany. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the draft Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply each time before it is filed with all applicable rules and regulations of the SEC and all other applicable Laws shall give reasonable and good faith consideration to any comments from Parent and its counsel on such draft(s). The Proxy Statement shall directly contain the recommendation of the Company's Board of Directors that the Company's stockholders approve and adopt this Agreement and the Merger, unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or indirectly incorporate adversely alter or modify that recommendation or that the fairness option referred Board recommend against approval and adoption. Unless this Agreement is previously terminated in accordance with Section 7.01, the Company shall, if required, submit this Agreement to in Section 3.29 therein its stockholders at the Company Meeting, even if requested by Parentthe Board of Directors of the Company determines at any time after the date of this Agreement that it is no longer advisable, adversely alters its recommendation or recommends that the Company stockholders reject it. The Company shall promptly provide Parent and its counsel in writing with a copy or a description of any written comments received by (and orally, any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, promptly after the receipt of those comments and shall respond as promptly as practicable consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to any such those comments. The Company shall use and its commercially counsel will provide Parent and its counsel with a reasonable best efforts opportunity to have the Proxy Statement cleared by participate in all communications, if any, with the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement and its staff, including any meetings and telephone conferences relating to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of , this Agreement, the Company Entities occurs, CVR Agreement or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false matters or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment transactions contemplated hereby or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereby.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in cooperation with Parent, shall prepare and file with the SEC the Proxy Statement, and each of . Prior to filing the Company and Parent shall, Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file any other filing with the SEC all Other Filings that are required or any other Governmental Entity related to be filed the Merger and the other transactions contemplated by such party in connection with this Agreement (but not including any filing related to a Competing Transaction), the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a with reasonable opportunity to review and comment (in light of the requisite deadline for the filing) on each such filing in advance of its filing with the Proxy Statement and any amendments or supplements thereto SEC (and Parent shall use reasonable efforts to review provide comments, if any, as promptly as practicable), and comment on the Company shall consider and act in good faith with respect to the incorporation of any changes in such filings reasonably proposed by Parent. The Company shall respond to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.3 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors should be discovered by it for use the Company, Parent or Merger Sub, which is required to be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement or any other filing with any Governmental Entity, so that the Proxy Statement or such other filing 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, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following the date of this AgreementNo later than January 25, 2021, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement in connection with the Transactions contemplated herebypreliminary form. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in preliminary and definitive form and any amendments amendment or supplements supplement thereto and any additional soliciting material in connection therewith (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments amendment or supplements theretosupplement thereto or any additional soliciting material in connection therewith), and shall incorporate reasonably consider in good faith all reasonable comments and requests made by Parent, prior to the filing thereof. Parent shall as promptly as reasonably practicable furnish to the Company any and all information relating to the Parent and its Affiliates that is required or reasonably requested by the Company to be included in the Proxy Statement, including any information required by the Exchange Act and the rules and regulations thereunder. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws Laws. If, prior to the expiration of the ten (10)-day waiting period provided in Rule 14a-6 under the Exchange Act, the Company does not receive either comments from the SEC on the preliminary Proxy Statement or notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall file the definitive Proxy Statement with the SEC and shall directly or indirectly incorporate cause the fairness option referred definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable, and in Section 3.29 therein if requested by Parentno event later than four (4) Business Days, after the expiration of such waiting period. The Company shall (i) promptly notify Parent and its legal counsel after notification from the SEC that it will review the preliminary Proxy Statement and upon receipt of any comments from the SEC with respect to the Proxy Statement or any amendment or supplement thereto or any additional soliciting material in connection therewith, (ii) promptly provide Parent and its legal counsel with a copy or a description of any comments correspondence received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, (iii) to the extent reasonably practicable, permit Parent and shall its legal counsel to participate in all communications with the SEC (including all meetings and telephone conferences with the staff of the SEC) relating to the Proxy Statement or any amendment or supplement thereto, and (iv) respond as promptly as practicable to any such commentscomments from the SEC. The If the SEC reviews the preliminary Proxy Statement, the Company shall use its commercially reasonable best efforts to have file the definitive Proxy Statement cleared by with the SEC as promptly as reasonably practicable after it is filed. The Company shall and cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable reasonably practicable, and in no event later than four (4) Business Days, after the earlier of (i) receiving notification SEC notifies the Company that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of has no further comments on the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, information that causes any information provided by it for use 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 have become false or misleading in 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, so that the Proxy Statement otherwise complies as to form with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, or otherwise so that the Proxy Statement complies with all applicable rules and regulations of the SEC and all other applicable Laws, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company’s stockholders.

Proxy Statement. As promptly as practicable following the date after execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file it with the SEC all Other Filings that are required to be filed by such party in connection with under the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate use all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC as 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 as reasonably practicable after it is filedcopies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall cause give Parent and its counsel the opportunity to review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel the opportunity to review 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 sent to, the SEC. Each of the Company’s stockholders as , Parent and Merger Subsidiary 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. As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) to the conclusion of any SEC or staff review stockholders of the Proxy StatementCompany. If any event relating Prior to any the date of approval of the Company Entities occursMerger by the Company's stockholders, or if each of the Company becomes aware of any informationCompany, that causes Parent and Merger Subsidiary shall correct promptly any information provided by it for use to be used specifically in the Proxy Statement to that shall have become false or misleading in any material respect, then respect and the Company shall promptly inform Parent thereof take all steps necessary to file with the SEC and shall promptly file an appropriate cleared by the SEC any amendment or supplement with to the SEC and, if appropriate, mail such amendment or supplement Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable law.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 25 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Parent promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will 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 or Statement. If at any time prior to receipt of the Company Requisite Vote there will occur any event that should be set forth in an amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. Parent and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (a) establish a record date, (b) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement to have become false the Company’s shareholders as promptly as practicable after (i) the first Business Day after the date that is 10 calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or misleading in any material respect, then Parent shall promptly inform indicates that it does not plan to provide comments or (ii) the Company thereof and date on which the Company shall promptly file an appropriate amendment or supplement with have been informed by the SEC and, if appropriate, mail such amendment or supplement staff that it has no further comments on the document. Subject to the stockholders terms and conditions of this Agreement, the CompanyProxy Statement will include the Company Board Recommendation.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare the Proxy Statement and file cause it to be filed with the SEC SEC. Prior to the filing of the Proxy Statement, and each of the Company and shall give Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in advance of filing and shall consider in good faith the comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause the Proxy Statement and any amendments amendment or supplements supplement thereto (or restatement thereof to comply with the applicable rules and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on and to have the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to cleared under the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond Exchange Act as promptly as practicable to any such commentsafter it is filed with the SEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier date of (i) receiving notification this Agreement, and shall cause each applicable amendment or supplement thereto or restatement thereof to be mailed to the Company’s stockholders as promptly as practicable after the date of the Amendment. Parent shall promptly furnish to the Company all information concerning Parent that may be required or reasonably requested in connection with the SEC or its staff is not reviewing preparation of the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment thereto or supplement to the stockholders of the Companyrestatement thereof. If any event relating to Parent or Merger Sub its Subsidiaries occurs, or if Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to, or restatement of, the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment, supplement or restatement with the SEC. The Company will notify Parent promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, amendments or supplements to, or restatements of, the Proxy Statement. The Company shall promptly file an appropriate prepare and cause to be filed with the SEC any required amendment or supplement to, or restatement of, the Proxy Statement and use its reasonable best efforts to have any such amendment, supplement or restatement cleared under the Exchange Act as promptly as practicable after it is filed with the SEC andSEC. The Company shall (a) cooperate with Parent and provide Parent (and Parent’s counsel) with a reasonable opportunity to review and comment on, if appropriateand have Parent’s Representatives meet with the Company’s Representatives to discuss, mail such any amendment or supplement to, or restatement of, the Proxy Statement prior to filing such amendment, supplement or restatement with the stockholders SEC, (ii) take into account all reasonable comments provided by Parent on such amendment, supplement or restatement, and (iii) provide Parent with a copy of all such filings made with the CompanySEC.”

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this Agreement and in any event within sixty (60) calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use its commercially reasonable best efforts to have will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) for additional information and will supply Parent with copies of all correspondence between the conclusion Company or any of any its Representatives, on the one hand, and the SEC or staff review of its staff, on the other hand, with respect to the Proxy Statement. If at any event relating time prior to any receipt of the Company Entities occursRequisite Vote there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. The Parent and their counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (i) establish a record date, (ii) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to have become false or misleading the Company’s shareholders as promptly as practicable after filing with the SEC, and, in any material respectevent, then Parent shall promptly inform either (a) the third business day after the date that is ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (b) within three (3) business days of being informed by the SEC staff that it has no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement but in any event no later than November 28, 2003, the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). In addition, and each of the Company shall prepare and Parent shallfile with the SEC, any Other Filings as and when required or shall cause their respective Affiliates to, prepare andrequested by the SEC. The Company, after consultation with each otherParent, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate will use all reasonable comments and requests made by Parent, prior efforts to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts comments made by the SEC with respect to have the Proxy Statement cleared by and any Other Filings. Parent shall furnish all information concerning it and the SEC holders of its capital stock as promptly as the Company may reasonably practicable after it is filed. The Company shall cause request in connection with such actions and the preparation of the Proxy Statement to be mailed to the Company’s stockholders as and any Other Filings. As promptly as practicable after the earlier clearance of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (isubject to the last sentence of Section 5.6.3 hereof) receiving notification include the recommendation of the Receiver that adoption of the Merger Agreement by the Company’s stockholders is advisable and that the SEC Receiver has determined that the Merger is fair and in the best interests of the Company’s stockholders. Subject to the last sentence of Section 5.6.3 hereof, no amendment or its staff is not reviewing supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement or any Other Filings will be made by the Company without the approval of Parent (ii) the conclusion which approval shall not be unreasonably withheld or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or staff review for amendment of the Proxy StatementStatement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any of the Company Entities occursParent Subsidiary, or if the Company becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Parent which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company. If at any time prior to have become false the Effective Time, any event or misleading circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or any material respectOther Filing, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Parent. All documents that the Company is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If any event relating to Parent or Merger Sub occursExchange Act, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof rules and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyregulations thereunder and other applicable Laws.

Proxy Statement. As If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, promptly as practicable following consummation of the date of this AgreementOffer, the Company shall prepare shall, with the assistance and approval of Parent, file the Proxy Statement with the SEC under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. The Company Parent and Purchaser, respectively, shall cause the Proxy Statement to be mailed to each promptly furnish the Company’s stockholders as promptly as practicable after , in writing, all information concerning Parent and Purchaser that may be required by applicable securities Laws or reasonably requested by the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of Company for inclusion in the Proxy Statement. If any event relating to any Each of the Company Entities occursCompany, or if the Company becomes aware of any information, that causes Parent and Purchaser agrees to correct promptly any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect. Parent, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Purchaser and the Company shall promptly file an appropriate cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC 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 copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC andor disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, if appropriateor sent to, mail such amendment or supplement to the stockholders SEC. Each of the Company, Parent and Purchaser 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 Stockholders’ Meeting at the earliest practicable time.

Proxy Statement. As promptly If (a) the approval of this Agreement by the Company’s shareholders is required by Law, then the Company shall, at Parent’s request, as soon as practicable following the date expiration of this Agreementthe Offer, or (b) the Publication Date does not occur on or prior to November 17, 2006, then the Company shall promptly thereafter, prepare and file with the SEC the Proxy Statement, and each Statement to be sent to the shareholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyShareholders Meeting and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall consult with not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement and any amendments or supplements thereto (as promptly as practicable after receipt thereof and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement in definitive form to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable after it is filedfollowing filing with the SEC. The Company shall cause Each party agrees to consult with the Proxy Statement other party prior to be mailed responding to SEC comments with respect to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the preliminary Proxy Statement. If any event relating to any Each of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with comments from the SEC and, if appropriate, mail such amendment or supplement with respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement and any request by the SEC for any amendment to have become false the Proxy Statement or misleading in any material respectfor additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, then Parent shall promptly inform on the Company thereof one hand, and the Company shall promptly file an appropriate amendment or supplement SEC, on the other hand, with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the CompanyProxy Statement.

Proxy Statement. As promptly as reasonably practicable following after the date Offer Closing, if the approval of this AgreementAgreement by the Company’s shareholders is required under applicable Law in order to effect the Merger, the Company shall prepare the Proxy Statement and file it with the SEC the Proxy StatementSEC, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party other in connection with the Transactions contemplated herebypreparation of the foregoing. The Company shall consult with Parent use reasonable best efforts to respond as promptly as practicable to and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate resolve all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to concerning the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders as promptly as reasonably practicable after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement 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 its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not reviewing file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their counsel a reasonable opportunity to review and propose comments on the Proxy Statement or such amendments (ii) and the conclusion Company shall in good faith give reasonable consideration to any such comments). The Company shall not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of any SEC or staff review the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement. If , including promptly furnishing to the Company in writing upon request any event and all information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use as may be required to be set forth in the Proxy Statement to have become false under applicable Law. Parent agrees that such information supplied by or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders on behalf of the Company. If any event relating to Parent or Merger Sub occurs, in writing for inclusion (or if Parent becomes aware of any information, that causes any information provided incorporation by it for use reference) in the Proxy Statement shall not, on the date it is first mailed to have become false or misleading in any material respect, then Parent shall promptly inform shareholders of the Company thereof and at the Company shall promptly file an appropriate amendment time of the Shareholders Meeting or supplement filed with the SEC and(as applicable), if appropriatecontain 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, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading. The Company agrees that the Proxy Statement (i) shall not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders 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; provided that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement and supplied by or on behalf of Parent or Merger Sub for inclusion (or incorporation by reference) in the Proxy Statement and (ii) shall comply as to form in all material respects with the applicable requirements of the Exchange Act.

Proxy Statement. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and file with a preliminary proxy statement (the SEC the "Proxy Statement, ") relating to the Special Meeting and each a form of proxy for use at the Special Meeting relating to the vote of the Company and Shareholders with respect to the Merger. Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel afforded a reasonable opportunity to review and comment on the Proxy Statement. The Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments shall comply in all material respects with the provisions of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments be in form and requests made by substance reasonably satisfactory to Parent, prior to the filing thereof. . (b) The Company shall cause the preliminary Proxy Statement to comply be filed with all applicable rules the Securities and regulations Exchange Commission (the "Commission") at the earliest practicable date after the date of this Agreement, and in any event not more than 14 days after the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. date hereof. (c) The Company shall promptly provide notify Parent and its counsel with a copy or a description of the receipt of any comments received by of the Company or its counsel from the SEC or its staff Commission with respect to the preliminary Proxy Statement or and of any requests by the Commission for any amendment or supplement thereto, thereto or for additional information and shall respond as provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the Commission. As promptly as practicable after comments are received from the Commission with respect to any such comments. The the preliminary Proxy Statement, the Company shall use its commercially reasonable best efforts to respond to the comments of the Commission and, to the extent comments of the Commission relate to Parent or Purchaser, Parent and Purchaser shall use their commercially reasonable efforts to respond to the comments of the Commission. The Company shall give Parent and its counsel the reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments of the Commission prior to their being filed with or sent to the Commission, and Parent and Purchaser shall provide the Company with such information about them as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the Commission. (d) After all the comments received from the Commission have been cleared by the Commission staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall file with the Commission the definitive Proxy Statement and the Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC Commission as promptly soon thereafter as reasonably practicable after it is filedpracticable. The definitive Proxy Statement shall contain the fairness opinion of the financial advisor for the Company pursuant to Section 3.1(b). The Company shall cause the Proxy Statement to be mailed to record holders of the Company’s stockholders Common Stock as promptly as practicable after clearance by the earlier Commission. (e) The Proxy Statement shall contain the determination and recommendation of (i) receiving notification the Board of Directors referred to in and subject to Section 3.1; provided, however, that any withdrawal or change in its recommendation must be made in compliance with Section 6.2(c), if applicable, and subject to the requirement that the SEC or its staff is not reviewing Board of Directors submit this Agreement and the Transactions, including the Merger, to a shareholder vote in accordance with Section 3.3(c). (f) The Company shall prepare and revise the Proxy Statement so that, at the date mailed to the Shareholders, at the time of the Special Meeting, and at the Closing Date the Proxy Statement shall (x) 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 that the statements made therein, in light of the circumstances under which they are made, not misleading (ii) except that the conclusion of any SEC Company shall not be responsible under this paragraph with respect to statements made therein based on information supplied by Parent or staff review of Purchaser expressly for inclusion in the Proxy Statement. If any event relating to any ), and (y) comply in all material respects with the provisions of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Exchange Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyrules and regulations thereunder.

Proxy Statement. As promptly as practicable following (a) Preparation. Promptly after the date execution of this Agreement, the Company shall will prepare (with Parent’s reasonable cooperation) and will file with the SEC the Proxy Statement, and each of a preliminary proxy statement to be sent to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Stockholders in connection with the Transactions contemplated herebyCompany Stockholder Meeting (the proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). The Company shall consult will not file the Proxy Statement with Parent and provide the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment on thereon, and the Company will give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel. Subject to Section 5.4 and unless there has been a Company Recommendation Change, the Company will (i) include the Company Recommendation in the Proxy Statement Statement; and any amendments (ii) subject to applicable Law, use reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval and take all action reasonably necessary or supplements thereto (and advisable to review and comment on any comments secure the vote of the SEC or its staff on holders of shares of Company Common Stock required by applicable Law to effect the Proxy Statement or any amendments or supplements thereto)Charter Amendment and the Merger. Subject to applicable Law, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders as promptly as reasonably practicable after following confirmation from the earlier of (i) receiving notification SEC that it will not review, or that it has completed its review of, the Proxy Statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 p.m. on the tenth calendar day following such filing with the SEC that the SEC will or its staff is will not be reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by 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 party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq Stock Market. (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Section 7.2(b), the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer).

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall, with the assistance of Parent, prepare, and the Company shall prepare and file with the SEC SEC, a proxy statement relating to the Proxy Statement, and each adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and Parent shall, or the Company shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party one another in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (Parent shall furnish all information concerning Parent and to review and comment on any comments Merger Sub as the Company may reasonably request in connection with the preparation of the SEC or its staff on Proxy Statement. Parent and the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall each use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders of the Company as promptly as reasonably practicable after the earlier Proxy Statement is cleared by the SEC. (b) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) receiving notification that 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 its staff is not reviewing supplement to the Proxy Statement or (ii) for additional information with respect thereto. All filings by the conclusion of any Company with the SEC or staff review of and all mailings to the Proxy Statement. If any event relating to any stockholders of the Company Entities occursin connection with the Merger and the other transactions contemplated hereby, or if the Company becomes aware of any information, that causes any information provided by it for use in including the Proxy Statement and any amendment or supplement thereto, shall be subject to have become false the reasonable prior review and comment of Parent; provided that the Company will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company; provided that Parent will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. (c) If at any time prior to the Effective Time any information relating to the Company, Parent or misleading 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 respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Applicable Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company.

Proxy Statement. As The Company shall, as promptly as reasonably practicable following the date execution of this AgreementAgreement (but in any event within 30 days thereafter unless the parties shall otherwise agree), file the Company shall prepare and file Proxy Statement with the SEC under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC 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 copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall cause give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and supplements thereto, prior to be mailed such documents being filed with the SEC or disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. If at any time prior to the Company Shareholders Meeting, there shall occur any event with respect to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC , Parent or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurstheir Subsidiaries, or if the Company becomes aware of any information, that causes with respect to any information provided by it the Company or Parent for use inclusion in the Proxy Statement Statement, which event is required by applicable Law to have become false or misleading be described in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursProxy Statement, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement shall be promptly filed with the SEC, as required by applicable Law, and disseminated to the stockholders holders of Shares, as applicable. Each of the Company, Parent and Purchaser 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, as may be required, to the holders of Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this AgreementAgreement (and in any event no later than twenty (20) business days following the date hereof), the Company shall shall, with the assistance of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation will cooperate with each other, file with other in the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (and Parent and its counsel shall be given a reasonable opportunity to review and comment on any comments of the SEC or its staff on the such Proxy Statement or and any amendments amendment or supplements thereto), which comments shall be reasonably considered in good faith by the Company. Without limiting the generality of the foregoing, each of Parent and shall incorporate all reasonable comments and requests made by Parent, prior Merger Sub will furnish to the filing thereof. The Company shall cause the Proxy Statement information relating to comply with all applicable it required by the Exchange Act and the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred promulgated thereunder to be set forth in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement. The Company shall use its commercially reasonable best efforts to have resolve all SEC comments with respect to the Proxy Statement cleared by the SEC as promptly as reasonably practicable Statement, after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders consultation with Parent (and reasonable consideration in good faith of any comments of Parent and its counsel), as promptly as practicable after the earlier receipt thereof. Each of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its employees and other authorized Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall promptly inform Parent of any such correspondence conducted orally. If at any time prior to the Stockholders Meeting, any event should occur which is required by applicable Law to be set forth in any material respectan amendment of, then or a supplement to, the Proxy Statement, Parent, Merger Sub and the Company shall promptly inform Parent thereof and shall promptly as practicable cooperate to prepare, file an appropriate amendment or supplement with the SEC and, if appropriate, mail to stockholders such amendment or supplement to supplement. (b) Unless there is a Change of Recommendation in accordance with Section 6.1(c), the Company shall include in the Proxy Statement that the Board of Directors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) is recommending that the stockholders of the Company. If any event relating to Parent or Merger Sub occursCompany adopt this Agreement at such meeting (such recommendation described in this clause (z), or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“Recommendation”).

Proxy Statement. As promptly as practicable following (a) The Company shall, with the date assistance of this AgreementParent, the Company shall prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and in any event within 20 business days), the Proxy Statement in preliminary form. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Unless the Company Board has made an Adverse Recommendation Change or an Intervening Event Adverse Recommendation Change in accordance with Section 4.03, the Company Board Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and each of anything in this Agreement to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parentcontrary notwithstanding, prior to the filing thereof. The Company shall cause of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to comply with all applicable rules and regulations the stockholders of the Company, or responding to any comments from the SEC and all other applicable Laws and shall directly or indirectly incorporate with respect thereto, the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy reasonable opportunity to review and to comment on such document or a description response, which the Company shall consider in good faith. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments received by the Company or its counsel 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 and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedreceipt thereof. The Company shall cause the Proxy Statement to be mailed to holders of Company Common Stock as of the record date established for the Stockholders Meeting promptly (but in any event no more than five business days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement. (c) If at any time prior to the Stockholders Meeting any information relating to the Company or Parent, or any of their respective affiliates, should be discovered by a party hereto, which information should be set forth in an amendment or supplement to the Proxy Statement, the party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the Company’s stockholders as , Parent and Merger Sub agrees to promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then respect and (ii) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that shall become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to use reasonable best efforts to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC andand to be disseminated to its stockholders, if appropriate, mail such amendment or supplement in each case as and to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Parent and Merger Sub shall provide promptly to the Company such information concerning itself as may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all correspondence between the Company or any of its Representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply its being filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide give Parent and its counsel reasonable 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, and will provide Parent with a copy of all such filings made with the SEC. Whenever any event occurs which is required to be set forth in an amendment or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoStatement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly of such occurrence and, in consultation with Parent, file an appropriate amendment or supplement with the SEC and, if appropriate, or its staff and/or mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As (a) The Company will, as promptly as practicable following possible after the date of this Agreement, the Company shall prepare and file with the SEC Commission a preliminary Proxy Statement on Schedule 14A under the Proxy Statement, and each of Exchange Act with respect to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Stockholders’ Meeting in connection with the Transactions transactions contemplated herebyby this Agreement. The Parent and the Company will provide each other with any information concerning itself, its Subsidiaries and Affiliates required in order to effectuate the preparation and filing of the preliminary Proxy Statement. The Company shall consult with Parent will cooperate and provide the Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement to the Proxy Statement prior to filing such with the Commission, will accept all reasonable additions, deletions or changes suggested in connection therewith, and will provide the Parent with a copy of all such filings made with the Commission. The Company will notify the Parent upon the receipt of any comments from the Commission or its staff in connection with the filing of, or amendments or supplements thereto to, the preliminary Proxy Statement. The Company will cooperate and provide the Parent (and its counsel) with a reasonable opportunity to review and comment on any comments of the SEC amendment or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoprior to filing such statement with the Commission, and shall respond as will provide the Parent with a copy of all such filings made with the Commission. As promptly as practicable possible after comments are received from the Commission thereon and after the furnishing by the Company and the Parent of all information required to any such comments. The be contained therein, the Company shall will file with the Commission a revised Proxy Statement and will use its commercially reasonable best efforts to have the Proxy Statement it cleared by the SEC Commission as promptly soon thereafter as reasonably practicable after it is filedpossible. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as practicable earliest possible time after it is cleared by the earlier of Commission. (ib) receiving notification The Parent and the Company will each ensure that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate each amendment or supplement thereto, at the time of mailing thereof, at the time of the Company Stockholders’ Meeting and at the Effective Time, (i) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) will comply as to form in all material respects with the SEC and, if appropriate, mail such amendment or supplement provisions of the Exchange Act. If at any time prior to the stockholders Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or Affiliates, or its or their respective officers or directors, should be discovered by the CompanyCompany that should be set forth in an amendment to the Proxy Statement, the Company will promptly inform the Parent thereof in writing. If at any time prior to the Effective Time, any event or circumstance relating to the Parent or Merger Sub occursany of its Subsidiaries or Affiliates, or if its respective officers or directors, should be discovered by the Parent becomes aware of any information, that causes any information provided by it for use should be set forth in an amendment to the Proxy Statement to have become false or misleading in any material respectStatement, then the Parent shall will promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyin writing.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders’ Meeting (as defined herein) (together with any amendments thereof or supplements thereto, the SEC the “Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby”). The Company shall consult with Parent and provide Parent and its counsel a use reasonable opportunity best efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations any requests of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after it receives notice thereof, of (i) receiving notification that any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating The information supplied by Merge to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company 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 not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company 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 not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Massachusetts Law in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to Applicable Law, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreementfiling thereof with the SEC. No filing of, the Company shall prepare and file or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Proxy Statement, and each of Statement shall be made by the Company and without providing Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and thereon. The Company shall promptly advise Parent after it receives notice of any amendments or supplements thereto (and to review and comment on any comments of request by the SEC or its staff on for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, 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 amendments 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 party or supplements thereto)parties hereto, as the case may be, and shall incorporate all reasonable comments and requests made by Parent, prior an appropriate amendment or supplement to the filing thereofProxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. The Company and Parent shall cause the Proxy Statement to comply as to form and substance in all material respects with all the applicable requirements of the Exchange Act and any applicable rules and regulations of the SEC NASDAQ. (b) Unless this Agreement is earlier terminated pursuant to Article VII hereof, and all other applicable Laws and shall directly or indirectly incorporate subject to the fairness option referred to in terms of Section 3.29 therein if requested by Parent. The 5.4(a) hereof, the Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by include in the Proxy Statement the Company or its counsel from the SEC or its staff Board Recommendation (other than with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer).

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, the Company DGLP shall prepare and file cause to be filed with the SEC the proxy statement relating to the Seller Stockholders’ Meeting to be held to consider the adoption and approval of this Agreement and the Contemplated Transactions (the “Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby”). The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company DGLP shall cause the Proxy Statement to comply in all material respects in form and substance with all applicable the rules and regulations of promulgated by the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall respond promptly provide Parent and its counsel with a copy or a description of to any comments received by the Company or its counsel from of the SEC or its staff with respect to the Proxy Statement. Buyer shall furnish to DGLP all information concerning themselves as DGLP may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. DGLP shall promptly notify the Buyer 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, shall consult with the Buyer prior to responding to any such comments or requests or filing any amendment or supplement theretoto the Proxy Statement, and shall respond as promptly as practicable to any such comments. The Company shall use provide the Buyer with copies of all correspondence between DGLP and its commercially reasonable best efforts to have Representatives on the Proxy Statement cleared by one hand and the SEC as promptly as reasonably practicable after it is filedand its staff on the other hand. The Company shall DGLP will cause the Proxy Statement to be mailed to the Company’s stockholders Seller Stockholders as promptly as practicable after following the earlier clearance of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement by the SEC (or expiration of applicable period for comments) and shall furnish the information required to be provided to the Seller Stockholders pursuant to Nevada law and any other applicable Legal Requirement. (iib) Notwithstanding anything to the conclusion of any SEC or staff review of the Proxy Statement. If any event relating contrary stated above, prior to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in filing and mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriateDGLP shall provide Buyer with a reasonable opportunity to review and comment on such document or response and shall discuss with Buyer, mail and include in such amendment document or supplement to response, comments reasonably proposed by the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBuyer.

Proxy Statement. As promptly (a) The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following the date hereof and in no event later than 40 days (or such other date on which the parties may agree in writing) after the date on which all SEC comments to the Proxy Statement have been resolved, for the purpose of considering the adoption of this AgreementAgreement and the approval of the Merger. In connection with the Company Special Meeting, as soon as practicable following the date hereof, the Company shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement, ”) relating to the Merger and each this Agreement and furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyany other applicable Laws. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on which comments shall be reasonably considered by the Company). The Company will advise Parent promptly of any comments of the SEC or its staff on the Proxy Statement by the SEC and responses thereto or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC for additional information. The Company shall cause the Proxy Statement use its reasonable best efforts to comply with resolve all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the receipt thereof. The Company shall consult with Parent and reasonably consider its comments prior to responding to SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of comments with respect to the Proxy Statement. If any event relating Subject to any the provisions of the Company Entities occursthis Agreement, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then shall include the Company Recommendation and the Company shall promptly inform Parent thereof and shall promptly file use its reasonable best efforts to obtain the Company Requisite Vote; provided, however that if the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3(e), the Company may cease to use such efforts. A Change in Recommendation permitted by Section 6.3(e) will not constitute a breach by the Company of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the Company, regardless of whether the board of directors has approved endorsed or recommended an appropriate amendment Acquisition Proposal or supplement has effected a Change in Recommendation, but in compliance with the SEC andDGCL, if appropriatewill call, mail such amendment or supplement to give notice of, convene and hold the Company Special Meeting as soon as reasonably practicable following the date hereof and will submit this Agreement for adoption by the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform Company at the Company thereof and Special Meeting. Unless required by applicable Law, the Company shall promptly file an appropriate amendment not postpone the Company Special Meeting, or supplement with adjourn the SEC andCompany Special Meeting if a quorum is present, if appropriate, mail such amendment or supplement to without the stockholders prior written consent of the CompanyParent.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent (who shall provide comments, if any, to the Company’s Proxy Statement no later than three Business Days of Parent’s receipt thereof), will prepare and file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall include the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, and each of the Company will promptly inform Parent of such occurrence and Parent shallwill, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendments amendment or supplements supplement thereto prior to filing such with the SEC (and to review and comment on any comments Parent shall provide comments, if any, no later than three Business Days of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoParent’s receipt thereof), and shall incorporate will provide Parent with a copy of all reasonable comments and requests such filings made by Parent, prior to with the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement is filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders' Meeting (as defined herein) (together with any amendments thereof or supplements thereto, the SEC the "Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby"). The Company shall consult use reasonable best efforts to cause the Proxy Statement to comply with Parent any requests of the SEC and provide Parent and its counsel to be mailed to the Company's stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment on the Proxy Statement and thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after it receives notice thereof, of any amendments or supplements thereto (and to review and comment on any comments of request by the SEC or its staff on for amendment of the Proxy Statement or any amendments comments thereon and responses thereto or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. for additional information. (b) The Company shall cause the Proxy Statement to be mailed information supplied by Merge to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company 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 not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company 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 not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As In connection with the Stockholders’ Meeting, the Company shall (a) as promptly as reasonably practicable prepare the Proxy Statement and file the Proxy Statement with the SEC as promptly as reasonably practicable and in any event within twenty (20) business days following the date of this Agreement, the Company shall prepare in form and file with the SEC the Proxy Statement, and substance reasonably satisfactory to each of the Company and Parent shallParent, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with (b) respond as promptly as reasonably practicable to any comments received from the SEC all Other Filings that are required with respect to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with filings, (c) as promptly as reasonably practicable prepare and file (after Parent and provide Parent and its counsel Purchaser have had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its reasonable best efforts to have the SEC confirm that it has no further comments on the Company Proxy Statement and will thereafter mail to its stockholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any amendments supplement or supplements thereto amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting, and (f) otherwise use reasonable best efforts to comply with all requirements of Law applicable to the Stockholders’ Meeting and the Merger. Subject to review Section 7.5, the Proxy Statement shall reflect the Company Board Recommendation and comment on shall include a description of the other Board actions. The Company shall also include in the Proxy Statement, and represents that it has obtained all necessary consents of the Company’s financial advisors to permit the Company to include in the Proxy Statement, in its entirety, the fairness opinion described in Section 4.30, together with a summary thereof. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly notify Parent of the receipt of any comments of the SEC or its staff on 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 promptly provide to Parent copies of all correspondence and summaries of all oral exchanges between the Company or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations representative of the SEC Company and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentSEC. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect opportunity to review the Proxy Statement or any amendment or supplement Statement, including all amendments and supplements thereto, prior to its being filed with the SEC, and shall respond as promptly as practicable give Parent and its counsel the opportunity to any such commentsreview all responses to requests for additional information and replies to comments (including giving due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel) prior to their being filed with, or sent to, the SEC. The Company shall Each of the Company, Parent and Purchaser agrees to use its commercially reasonable best efforts efforts, after consultation with the other parties hereto, to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filed. The Company shall and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s stockholders as promptly as holders of Company Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable after time. If, at any time prior to the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of Effective Time, any SEC or staff review of the Proxy Statement. If any event information relating to the Company, Parent or Purchaser or any of their respective affiliates should be discovered by the Company Entities occursCompany, Parent or if the Company becomes aware of any information, that causes any information provided by it for use Purchaser which should be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, Proxy Statement so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then Parent in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly inform notify the Company thereof and other parties and, to the extent required by applicable Law, the Company shall promptly file disseminate an appropriate amendment thereof or supplement with the SEC and, if appropriate, mail thereto describing such amendment or supplement information to the stockholders of the Company’s stockholders.

Proxy Statement. As promptly The Company shall, subject to Parent’s compliance with its obligations under this Section 6.1, as soon as practicable following the date of this AgreementAgreement and in any event within fifteen (15) business days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation SEC with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all written 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. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), the Company shall provide Parent Parent, Sub and its their counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Sub and their counsel. Parent shall furnish to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement, including such information that is required by the 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 Company in the preparation of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any the resolution of comments of from the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause establish a record date for the Company Stockholders Meeting, commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and thereafter mail the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after being informed by the earlier of (i) receiving notification SEC staff that the SEC or its staff is not reviewing will have no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement or (ii) shall contain the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any recommendation of the Company Entities occurs, or if the Company becomes aware Board of any information, that causes any information provided by it for use Directors in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders favor of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware adoption of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythis Agreement.

Proxy Statement. As promptly as reasonably practicable following after the execution of this Agreement, and in any event not later than 30 calendar days from the date of this AgreementAgreement (unless otherwise requested by Parent), the Company Company, in consultation with Parent, shall prepare and file a preliminary Proxy Statement with the SEC. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement, and each shall promptly provide to Parent copies of such comments and other correspondence from the SEC or its staff. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and Parent shall, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any all subsequent forms or versions of or amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing such with the filing thereofSEC. The Company shall cause take into good faith consideration all of Parent’s reasonable comments to each version of, or amendment or supplement to, the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentStatement. The Company shall promptly will provide Parent and its counsel with a copy or a description of any comments received by all such filings made with the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsSEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as will promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. Subject to Section 6.5(e), the Proxy Statement shall contain the unqualified recommendation of the Company’s Board of Directors that the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review vote in favor of the Proxy Statement. If any event relating to any approval and adoption of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof this Agreement and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. (a) As promptly soon as practicable following after the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC SEC. Parent will reasonably cooperate with Company in the preparation of the Proxy Statement, and each . Without limiting the generality of the foregoing, Parent will furnish to Company the information relating to it and Parent shallAcquisition Sub required by the Exchange Act to be set forth in the Proxy Statement. The Proxy Statement shall contain the Company Board Recommendation, or unless the Board of Directors shall cause their respective Affiliates tohave determined in good faith and in accordance with the terms of this Agreement (including Section 4.04, prepare andSection 6.01(c)(ii) and Section 6.03(a) hereof), after consultation with each otherits outside legal counsel and a nationally recognized financial advisor (which may be Company's Financial Advisor), file that inclusion of such recommendation would cause the Board of Directors to not comply with the SEC all Other Filings that are required its fiduciary duties to be filed by such party in connection with the Transactions contemplated hereby. The Company's shareholders under applicable Law. (b) Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the its filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate as soon as reasonably practicable notify Parent of the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for any amendment to the Proxy Statement or supplement thereto, and shall respond as promptly as practicable for additional information with respect to any such commentsthe Proxy Statement or the Merger. The Company shall use its commercially reasonable best efforts to have resolve all SEC comments with respect to the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedreceipt thereof. The Company shall use its reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders 's shareholders as promptly as practicable after the earlier of Proxy Statement is cleared by the SEC. (ic) receiving notification Company agrees, as to information with respect to Company, its officers, directors, shareholders, Subsidiaries and Business contained in the Proxy Statement, and Parent agrees, as to information with respect to Parent, Acquisition Sub and their respective officers, directors and shareholders furnished by Parent for inclusion in the Proxy Statement, that such information, at the SEC or its staff is not reviewing date the Proxy Statement is mailed and (as then amended or (iisupplemented) at the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any time of the Company Entities occursShareholders' Meeting, will not be false or misleading with respect to any material fact, or if omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. If at any time prior to the Company becomes aware of Shareholders' Meeting any informationevent or circumstances relating to Company or any Subsidiary, or their respective officers or directors, should be discovered by Company that causes any information provided by it for use is required to be set forth in an amendment or a supplement to the Proxy Statement in order to have become false or misleading make the statements therein, in any material respectlight of the circumstances under which they were made, then the not misleading, Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement SEC. If at any time prior to the stockholders of the Company. If any event relating to Company Shareholders' Meeting, Parent or Merger Sub occurs, or if Parent becomes aware of any information, determines that causes any information provided with respect to Parent, Acquisition Sub and their respective officers, directors and shareholders furnished by it Parent for use inclusion in the Proxy Statement to have become is false or misleading in with respect to any material respectfact, then Parent or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, it shall promptly inform so notify Company, and cooperate with Company in the Company thereof and the Company shall promptly file an appropriate preparation of any amendment or supplement determined by Company to be required to be filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, and not later than 30 calendar days after the Company date hereof, the Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause the Proxy Statement to be mailed to its shareholders on or prior to the Company’s stockholders as promptly as practicable fifth business day after the earlier resolution of (i) receiving notification any such comments or, if the SEC staff informs the Company that it does not intend to review the Proxy Statement, on or prior to the fifth business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or (ii) any of its representatives, on the conclusion of any one hand, and the SEC or its staff review of or any other government officials, on the other hand, with respect to the Proxy Statement. If The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law (it being understood that the Company shall not be responsible for any event relating to information furnished solely by the Parent or any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it its Affiliates for use in any such documents). Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriate, mail the Company (i) shall provide the Parent a reasonable opportunity to review and comment on such document or response and (ii) shall consider in good faith all comments reasonably proposed by the Parent. Whenever any event occurs which is required to be set forth in an amendment or supplement to the stockholders of Proxy Statement, the Parent or the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to shareholders of the Company, mail such amendment or supplement to supplement. The Parent shall cooperate with the stockholders of Company and promptly provide the CompanyCompany with any information it reasonably requests so that the Company may fulfill its obligations under this Section 6.2.

Proxy Statement. As Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, as promptly as reasonably practicable following after the date hereof, assuming timely performance by Parent and Merger Sub of their obligations under this AgreementSection 6.2, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions Merger and the other transactions contemplated hereby. The Company shall consult with , and Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Company will cooperate with each other with the preparation of the Proxy Statement and any amendments or supplements thereto (and such other filings; provided that in no event shall the Company be required to review and comment on any comments of file with the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofNo-Shop Period Start Date. The Each of Parent and Merger Sub will, as promptly as possible, furnish to the Company shall cause the Proxy Statement information relating to comply with all applicable it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and use its counsel with a copy or a description of any reasonable best efforts to resolve all SEC comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after receipt thereof. Each of Parent, Merger Sub and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes agree to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect, then and the Company and Parent shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement cooperate in the prompt filing with the SEC and, if appropriate, mail such amendment or supplement and dissemination to the stockholders of the Company. If Company of any event relating to Parent or Merger Sub occursnecessary amendment of, or if Parent becomes aware of any informationsupplement to, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent the extent required by applicable Law. The Company shall promptly inform notify Parent and Merger Sub of the Company thereof receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and shall promptly provide to the Parent copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. Subject to applicable Law, 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 shall promptly file an appropriate amendment (unless and until a Change of Recommendation has occurred or in connection with the matters described in Section 6.1) provide Parent with a reasonable opportunity to review and to propose reasonable comments on such document or response and shall consider in good faith comments reasonably proposed by Parent; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent in the event of a Change of Recommendation. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, provided, that the Company shall not be required to mail the Proxy Statement prior to the date that is ten (10) Business Days after the later of (i) the date the SEC staff confirms that it has no further comments thereon or that it will not review the Proxy Statement and (ii) the No-Shop Period Start Date. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Merger will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act.

Proxy Statement. As If the Short Form Threshold has not been reached, then as promptly as practicable following after (and in any event within ten (10) Business Days following) the date of this AgreementAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult use commercially reasonable efforts: (i) to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify Parent of, cooperate with Parent and with respect to, provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement; and (iii) to provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments amendment or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements supplement thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing of any such document with the filing thereofSEC. The Company shall cause the Proxy Statement to comply be filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoSEC, and shall respond as promptly as practicable to any such comments. The the Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders stockholders, in each case as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement is cleared by the SEC. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or (ii) the conclusion of reasonably requested in connection with any SEC or staff review of the Proxy Statementaction contemplated by this Section 6.1. If any event relating to any of the Company Entities occurs, either Parent or if the Company becomes aware of any informationinformation that should be disclosed in an amendment or supplement to the Proxy Statement, that causes then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any information provided by it for use in amendment or supplement to the Proxy Statement prior to have become false or misleading in any material respect, then it being filed with the Company SEC; (iii) shall promptly inform Parent thereof and shall promptly file an appropriate provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating to Parent Company or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyParent.

Proxy Statement. As promptly as practicable following (a) If approval or action in respect of the date Merger by the stockholders of this Agreementthe Company is required by applicable law, the Company shall prepare and file with the SEC Commission the Company Proxy Statement. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier purchase of Shares by Merger Subsidiary pursuant to the Offer, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger, unless otherwise required by the applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with independent legal counsel. No modification or withdrawal of such recommendation shall relieve the Company of its obligation to submit this Agreement and the transactions contemplated hereby to its stockholders in accordance with applicable law. No amendment or supplement to the Proxy Statement will be made by Parent or the Company without the approval of the other party (i) receiving notification that which approval shall not be unreasonably withheld or delayed). Parent and the SEC or its staff is not reviewing Company each will advise the other, promptly after it receives notice thereof, of any request by the Commission for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the Commission for additional information. (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any The information provided supplied by it Parent for use inclusion in the Proxy Statement to have become false shall not, at, (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting (as defined below), and (iii) 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or Merger Sub occursany of its Subsidiaries, or if their respective officers or directors, should be discovered by Parent becomes aware of any information, that causes any information provided by it for use which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company. All documents that the Company thereof is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall promptly file an appropriate not, at (i) the time the Proxy Statement (or any amendment thereof or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting, and (iii) 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent. All documents that Parent is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 15 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Purchaser promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Purchaser 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. The Company covenants and agrees that the information in the Proxy Statement will not, at the time that the Proxy Statement or any amendment or supplement theretothereto is filed with the SEC or is first mailed to the stockholders of the Company 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 made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to receipt of the Company Stockholder Approvals there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, the Company will promptly prepare and shall respond as promptly as practicable mail to any its stockholders such commentsan amendment or supplement. Purchaser and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company will give due consideration to all reasonable additions, deletions, or changes thereto suggested by Purchaser and its counsel. The Company shall use its commercially reasonable best efforts will (a) establish a record date, (b) commence a broker search pursuant to have Section 14a-13 of the Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification the first Business Day after the date that the SEC or its staff is not reviewing ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (ii) the conclusion of date on which the Company shall have been informed by the SEC staff that it has no further comments on the document. The Proxy Statement shall include the Company Board Recommendation and shall not contain any proposals other than (i) the Company Stockholder Proposals, (ii) the Reverse Stock Split Proposal, (iii) any proposal that either the SEC or Nasdaq (or the respective staff review members thereof) indicates is necessary in its comments to the Proxy Statement or in correspondence related thereto, (iv) each other proposal reasonably agreed to by the Company and Purchaser as necessary or appropriate in connection with the consummation of the Proxy Statement. If any event relating Transactions; and (v) a proposal for the postponement or adjournment of the Company Special Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Company Entities occursforegoing (collectively, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“Transaction Proposals”).

Proxy Statement. As promptly The Company shall, as soon as reasonably practicable following the date of execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form (provided that Parent, Merger Sub and each of the Company and Parent shall, or their counsel shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a given reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments each amendment or supplements thereto (supplement thereto, prior to its filing with the SEC), and the Company shall use its best efforts to review and comment on respond as promptly as reasonably practicable to any comments of the SEC or its staff on the Proxy Statement or with respect thereto. If at any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, time prior to the filing thereof. The approval of this Agreement and the Merger by the requisite vote of the stockholders of the Company there shall cause occur any event that should be set forth in an amendment or supplement to the Proxy Statement to comply with all applicable rules and regulations of Statement, the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent prepare and mail to its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any stockholders such an amendment or supplement thereto, and shall respond as promptly as practicable to any such commentssupplement. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier SEC. Subject to the right of the Company’s Board of Directors to withdraw or modify its recommendation pursuant to Section 6.2(b), (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or shall include the recommendation of the Board of Directors of the Company in favor of the Merger and (ii) the conclusion of if requested to do so by Parent at any SEC or staff review of the Proxy Statement. If any event relating time prior to any of the Company Entities occursStockholders Meeting and subject to compliance with applicable laws, or if there shall have been publicly announced an alternative Acquisition Proposal, the Company’s Board of Directors shall, within a reasonable period of time following such request (and prior to the Company becomes aware of any informationStockholders Meeting), publicly reaffirm such recommendation and/or shall publicly announce that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to is not recommending that the stockholders of the Company. If any event relating to Parent Company accept an alternative Acquisition Proposal, provided that such reaffirmation or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use announcement does not require significant delay in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform timing of the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders Meeting.

Proxy Statement. (a) As promptly as practicable following the date of this Agreementhereof, the Company shall prepare and file the Proxy Statement with the SEC and in any event not later than 30 days after the date hereof. Subject to Section 6.4(b), the Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of the Articles of Amendment, this Agreement and the Transactions. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company Shareholders, as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement, and each . (b) Each of the Company and Parent shall, or shall cause provide the other parties and their respective Affiliates tocounsel with (i) any comments or other communications, prepare andwhether written or oral, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or any other communications and (ii) a reasonable opportunity to participate in the response to those comments. (c) No amendment or supplement theretoto the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by the Company that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; and shall respond as promptly as practicable provided, further, that the Company, in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to any an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) an Adverse Recommendation Change, (ii) a statement of the reasons of the Company Board for making such commentsAdverse Recommendation Change and (iii) additional information reasonably related to the foregoing. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared will advise Parent, promptly after it receives notice thereof, of any request by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review for amendment of the Proxy Statement. If If, at any event time prior to the Effective Time, Parent or the Company discovers any information relating to any party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the Company Entities occurscircumstances under which they were made, or if not misleading, the Company becomes aware of any information, party that causes any discovers that information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other party and shall promptly file an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by law or regulation, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyShareholders.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Seller shall prepare and file with the SEC a proxy statement relating to the meeting of the Seller's stockholders to be held in connection with the Bexil Sale (together with any amendments thereof or supplements thereto, the "Proxy Statement"). In addition, the Seller shall prepare and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all any Other Filings that are as and when required to be filed or requested by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide Parent and its counsel a Seller will use all reasonable opportunity efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond to review and comment on any comments of made by the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or and any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsOther Filings. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier clearance of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) by the conclusion of any SEC or staff review of SEC, the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in Seller shall mail the Proxy Statement to have become false its stockholders. The Proxy Statement shall (subject to the last sentence of Section 5.3(c) hereof) include the Board Recommendation. The Seller shall permit Buyer Parties to review the Proxy Statement, and any supplements or misleading in amendments thereto, and Seller shall give reasonable consideration to any material respectcomments thereto made by Buyer Parties or their counsel, then prior to mailing the Company shall promptly inform Parent thereof Proxy Statement and shall promptly file an appropriate amendment any supplements or supplement with the SEC andamendments thereto, if appropriate, mail such amendment or supplement to the stockholders of the CompanySeller; provided that Buyer Parties review such documents in as expeditious a manner as practicably possible. If at any time prior to Closing, any event or circumstance relating to Parent or Merger Sub occursthe Seller, or if Parent becomes aware of any informationits respective officers or directors, that causes any information provided should be discovered by it for use the Seller which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectOther Filing, then Parent the Seller shall promptly inform notify Buyer Parties in writing and file such amendment. All documents that the Company thereof and the Company shall promptly file an appropriate amendment or supplement Seller is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act, the rules and regulations thereunder and all other applicable Laws.

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company (a) Parent shall prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and will use reasonable best efforts to do so no later than thirty (30) days after the date of this Agreement), a preliminary Proxy Statement, Statement and each of the Company Parent and Parent Buyer shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions contemplated hereby. The Company Sale, and Buyer and Parent shall consult cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. (b) Subject to applicable Law, and notwithstanding anything in this Agreement to the contrary, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to Parent and shareholders, or responding to any comments from the SEC with respect thereto, Parent shall provide Parent Buyer and its counsel with a reasonable opportunity to review and to comment on such document or response, which Parent shall consider in good faith and include in such filing, document or response any reasonable comments reasonably proposed by Buyer and its Representatives. Buyer shall furnish to Parent the information relating to it required by the Exchange Act to be set forth in the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofStatement. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company Parent shall promptly provide Parent and its counsel with a copy or a description notify Buyer upon the receipt of any comments received by the Company or its counsel 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 Buyer with copies of (1) all material correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement and (2) all written comments with respect to the Proxy Statement or any amendment or supplement thereto, and received from the SEC. Parent shall respond use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof, and Buyer shall cooperate to any provide responses to such SEC comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company Parent shall cause the Proxy Statement to be mailed to the CompanyParent’s stockholders shareholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. Parent and Seller agree that any material breach of their obligations under Section 5.02(a) or Section 5.02(b) shall be deemed to be a willful and material breach of this Agreement by Parent; provided that Buyer has provided to Parent written notice of such material breach within ten (10) Business Days of first becoming aware of such material breach and Parent and Seller fail to cure such breach by ten (10) Business Days after such notice is provided. (c) If at any event time prior to the Shareholders Meeting, any information relating to Parent or Buyer, or any of their respective Affiliates, is discovered by a Party, which information should be set forth in an amendment or supplement to the Company Entities occursProxy Statement, the Party that discovers such information shall promptly notify the other Party, and Parent shall prepare (with the assistance of Buyer) and mail to its shareholders such an amendment or if supplement, in each case, to the Company becomes aware of any information, that causes extent required by applicable Law. Parent and Buyer each agrees to promptly (1) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then respect and (2) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that shall become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. Parent further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC andand to be disseminated to its shareholders of record as of the record date established for the Shareholders Meeting, if appropriatein each case, mail such amendment or supplement as and to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As promptly as practicable following after the date of Execution Date, unless this AgreementAgreement is terminated pursuant to Article IX, the Company Seller shall prepare and file with the SEC a proxy statement relating to the Seller Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”); provided, that Seller shall not file the Proxy StatementStatement with the SEC later than March 19, and each 2010 without the consent of the Company and Parent shallBuyer, or shall cause their respective Affiliates to, prepare andsuch consent not to be unreasonably withheld. Seller, after consultation with each otherBuyer, file with will use commercially reasonable efforts to respond to any comments made by the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any following receipt of the same. Buyer shall furnish all information as Seller may reasonably request in connection with such comments. The Company shall use its commercially reasonable best efforts to have actions and the preparation of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedStatement. The Company shall cause the Proxy Statement Subject to be mailed to the Company’s stockholders Section 6.5, as promptly as practicable after the earlier clearance of (i) receiving notification that the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to its stockholders. Subject to Section 6.5, the Proxy Statement shall include the Seller Board Recommendation. Seller will advise Buyer, promptly after it receives notice thereof, of any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or (ii) comments thereon and responses thereto or requests by the conclusion of SEC for additional information. If at any SEC time prior to the Seller Stockholders’ Meeting, any event or staff review of circumstance relating to Buyer, or its officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company Buyer shall promptly inform Parent thereof and Seller. If at any time prior to the Seller Stockholders’ Meeting, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly file an appropriate amendment or supplement inform Buyer. All documents that Seller is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Transactions will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If Exchange Act and other applicable Laws and will not contain any event relating to Parent or Merger Sub occursuntrue statement of a material fact, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement omit to have become false or misleading in state any material respectfact required to be stated therein in order to make the statements therein, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading.

Proxy Statement. As promptly as practicable following after the date of this Agreement, but in any event no later than 10 business days following the Equity Syndication Period End Date, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC, in preliminary form, a proxy statement relating to the Company Members’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities Acquired Companies occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Members. Parent shall provide the Company with such information for inclusion in the Proxy Statement as reasonably requested by the Company. If , and if any event relating to Parent any of Parent, Merger Sub, Sponsor or Merger Sub Guarantor occurs, or if Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and thereof. The Company, commencing upon the Company shall promptly file an appropriate amendment or supplement submission to the SEC of the Proxy Statement in accordance with the SEC andfirst sentence of this Section 5.1, if appropriateshall use reasonable best efforts to, mail on a weekly basis, run a broker search for a deemed record date of 20 business days after the date of such amendment or supplement to the stockholders of the Companysearch.

Proxy Statement. As (a) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and in no event later than twenty-five (25) Business Days following the date of this Agreement), the Company shall prepare and file with the SEC the Proxy Statement, . Parent and the Company will cooperate with each other in the preparation of the Proxy Statement. Unless the Board of Directors of the Company and Parent shallhas made a Change of Recommendation in accordance with Section 6.1(b)(iv), Section 6.1(c)(i) or Section 6.1(c)(ii), the Recommendation shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party included in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto Statement. (and b) Subject to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)applicable Law, and shall incorporate all reasonable comments and requests made by Parentanything in this Agreement to the contrary notwithstanding, prior to the filing thereof. The Company shall cause of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to comply with all applicable rules and regulations the stockholders of the Company, or responding to any comments from the SEC and all other applicable Laws and shall directly or indirectly incorporate with respect thereto, the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy reasonable opportunity to review and to comment on such document or a description response, which the Company shall consider in good faith. Parent shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments received by the Company or its counsel 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 and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to (with the assistance of, and after consultation with, Parent) resolve all SEC comments with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedreceipt thereof, including filing any amendments or supplements as may be required. The Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to holders of Common Stock as of the Company’s stockholders record date established for the Stockholders Meeting promptly after the date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement; provided, that if the SEC has failed to affirmatively notify the Company on or prior to the date that is ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such mailing shall occur as promptly as practicable after such date. (c) If at any time prior to the earlier Stockholders Meeting any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information would require any amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the Company and Parent agrees to promptly (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then respect and (ii) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that shall become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC andand to be disseminated to its stockholders, if appropriate, mail such amendment or supplement in each case as and to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC (subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld) the Proxy Statement, and each of the . The Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each otherother in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, file with the SEC all Other Filings that are required prior to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on filing or mailing the Proxy Statement and (or, in each case, any amendments amendment or supplements thereto (and supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. (b) If, at any time prior to the Effective Time, any information relating to the Company, Parent or Purchaser or any of their respective Affiliates should be discovered by the Company, Parent or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to comply with all applicable rules and regulations state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC and all circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws and Law, the Company shall directly disseminate an appropriate amendment thereof or indirectly incorporate supplement thereto describing such information to the fairness option referred to in Section 3.29 therein if requested by Parent. Company’s stockholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly provide as practicable after receipt thereof. Each of the Company and Parent and its counsel with a copy or a description shall as soon as reasonably practicable notify the other party of the receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by or for additional information (and promptly deliver a copy of such comments, correspondence or request to the SEC as promptly as reasonably practicable after it is filedother party). The Company shall cause the Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companypracticable.

Proxy Statement. As promptly soon as practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement with respect to the Company Shareholders Meeting, and use its reasonable good faith efforts to have a Proxy Statement cleared by the SEC and mailed to the Company's shareholders. Holdings and Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. The Proxy Statement (i) shall contain (A) subject to the fiduciary duties of the Company Board, statements of the Company Board that it has (x) determined that this Agreement and Parent shallthe transactions contemplated hereby, or including the Merger, are fair to and in the best interests of the shareholders of the Company, (y) declared the Merger and this Agreement to be advisable and (z) recommended unanimously that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and (B) the written opinion of U.S. Bancorp Xxxxx Xxxxxxx and (ii) shall cause their respective Affiliates to, prepare and, after consultation with each other, file comply as to form and content in all material respects with the SEC all Other Filings that are required to be filed by such party in connection with applicable provisions of the Transactions contemplated herebyfederal securities laws. The Company shall consult with Parent and provide Parent Holdings and its counsel a reasonable shall be given an opportunity to review and comment on upon the Proxy Statement and any amendments amendment or supplements supplement thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofthereof with the SEC, and the Company shall consider any such comments in good faith. The Company shall cause the Proxy Statement agrees to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred provide to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent Holdings and its counsel with a copy or a description of any comments received by which the Company or its counsel may receive from the staff of the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Holdings and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Holdings and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Holdings and Merger Sub agree to promptly correct any amendment information provided by any of them for use in the Proxy Statement which shall have become false or supplement theretomisleading in any respect, and shall respond the Company further agrees to take all steps reasonably necessary to cause such Proxy Statement as promptly so corrected to be filed with the SEC and disseminated to the Company's shareholders, in each case as practicable and to any such commentsthe extent required by the applicable provisions of the federal securities laws. The Company shall agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, and each of Holdings and Merger Sub agree to use its reasonable best efforts to have promptly provide the Company with any information necessary to respond promptly to any comments made by the Commission with respect to the Proxy Statement cleared and any preliminary version thereto or amendment thereof, filed by it, and each of the SEC as promptly as reasonably practicable after it is filed. The Company Company, Holdings and Merger Sub shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as 's shareholders at the earliest practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytime.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by 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 party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article VIII, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Section 6.2(b), the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer).

Proxy Statement. (a) As promptly as practicable following practicable, and in no event later than forty-five (45) Business Days after the date of this AgreementEffective Date, the Company shall prepare and file with the SEC a draft of the Proxy Statement, and each of Statement relating to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyStockholder Meeting. The Company shall consult provide the Purchaser with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of the Parties, the Company shall file the Proxy Statement and any amendments or supplements thereto (and with the SEC in preliminary form. The Proxy Statement will comply as to review and comment on any comments form in all material respects with the provisions of the SEC or its staff on Exchange Act and the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of promulgated by the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. thereunder. (b) The Company shall use its commercially reasonable best efforts to have (i) respond to any comments on the Proxy Statement cleared by or requests for additional information from the SEC as promptly soon as reasonably practicable after it is filed. The Company shall receipt of any such comments or requests, and (ii) cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders as promptly as practicable after the earlier date of this Agreement. The Company shall promptly (iA) receiving notification that notify the Purchaser upon the receipt of any such comments or requests and (B) provide the Purchaser and its Representatives 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. If at any time prior to the Company Stockholders Meeting, any information relating to the Company, the Purchaser, or any of its staff is not reviewing Affiliates or Representatives should be discovered by the Company or Purchaser 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 (ii) omit to state any material fact required to be stated therein or necessary in order to make the conclusion of any SEC or staff review statements therein, in light of the Proxy Statement. If any event relating to any of circumstances under which they are made, not misleading, the Company Entities occurs, or if the Company becomes aware of any information, that causes any Party which discovers such information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other parties, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by Law, mail such disseminated to the Stockholders. Notwithstanding the foregoing, prior to responding to any comments or requests of the SEC or the filing or mailing of the Proxy Statement (or any amendment or supplement thereto), the Company (x) shall provide the Purchaser and its Representatives with a reasonable opportunity to the stockholders review and comment on any drafts of the Company. If any event relating to Parent Proxy Statement and related correspondence and filings and (y) shall include in such drafts, correspondence, and filings all comments reasonably proposed by or Merger Sub occurson behalf of the Purchaser. (c) The Proxy Statement shall include the Board Recommendation unless the Board of Directors has withdrawn, modified, or if Parent becomes aware amended the Board Recommendation in accordance with Section 6.6. None of any information, that causes any the information provided supplied or to be supplied by it or on behalf of the Company for use inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to have become false the Stockholders of the Company or misleading in at the time of the Stockholders meeting, 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, then Parent shall promptly inform in the Company thereof light of the circumstances under which they are made, not misleading, except for the statements or omissions based on information provided by the Purchaser or its Representatives. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Company shall promptly file an appropriate amendment or supplement with rules and regulations promulgated by the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereunder.

Proxy Statement. As promptly as is reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the adoption of this Agreement by the holders of the Company Common Stock at the Company Stockholders Meeting. The Company shall as promptly as is reasonably practicable 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 each of the Company shall as promptly as is reasonably practicable provide Parent with copies of all material correspondence between the Company or its Representatives and Parent shall, the SEC and its staff relating to the Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file the transactions contemplated hereby. Prior to filing the Proxy Statement with the SEC all Other Filings that are required or responding to be filed by such party in connection any comments of the SEC with respect thereto, the Transactions contemplated hereby. The Company shall consult with (a) give Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement such document or response and any amendments (b) include in such document or supplements thereto (and to review and comment on any response comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested reasonably proposed by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have cause the Proxy Statement cleared by to be disseminated to the SEC holders of the Company Common Stock as promptly as reasonably practicable after it is filedthe text of the Proxy Statement has been adjusted to satisfactorily address any comments raised by the SEC. The Company shall cause the Proxy Statement and Parent each agree to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it for use in the Proxy Statement to that shall have become false or misleading in any material respect, then misleading. Parent will furnish (or cause to be furnished) to the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event information relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use and its Affiliates to be set forth in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform and otherwise cooperate with the Company thereof and in the preparation of the Proxy Statement. Except as expressly permitted by Section 6.02(d), the Company shall promptly file an appropriate amendment or supplement with include in the SEC and, if appropriate, mail such amendment or supplement Proxy Statement the recommendation of the Company Board that the holders of the Company Common Stock vote in favor of the adoption of this Agreement. In the event that subsequent to the stockholders date of this Agreement, the Company Board effects a Change of Recommendation as permitted by this Agreement, the Company nevertheless shall continue to solicit proxies and submit this Agreement to the holders of the CompanyCompany Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms. The Company shall ensure that the Proxy Statement complies in all material respects with applicable Laws.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date (but in any event within ten Business Days), the Company shall prepare prepare, and the Company shall file with the SEC SEC, the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel Acquiror a reasonable advance opportunity to review and comment on upon, and shall consider in good faith the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments views of the SEC or its staff on Acquiror with respect to, the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests no filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, the Company without Acquiror’s prior to the filing thereofwritten consent (which shall not be unreasonably withheld). The Company shall cause will promptly advise Acquiror of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to comply with all applicable rules and regulations any comments of the SEC and all other applicable Laws will provide Acquiror the opportunity to review and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of comment on any comments received response prepared by the Company or its counsel from to any comments of the SEC prior to the submission thereof. Notwithstanding the foregoing, in the event of a Change of Recommendation effected by the Company Board in accordance with Section 5.2, the Company shall not be obligated to consider in good faith or its staff with respect include any comments from Acquiror on any disclosures made by the Company in any amendment or supplement to the Proxy Statement with respect to such Change of Recommendation or any amendment or supplement thereto, and shall respond as promptly as practicable the circumstances related to any such commentsChange of Recommendation. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders as promptly soon as reasonably practicable (and in any event within two Business Days) after the earlier filing of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement with the SEC. If at any time prior to the Effective Time any event or (ii) information relating to the conclusion Company, or any of any SEC its Affiliates, officers or staff review of directors, should be discovered by, or notified to, the Company which should be set forth in an amendment or supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company shall promptly inform Parent thereof notify Acquiror and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by Applicable Law, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a use reasonable opportunity efforts to review and comment on cause the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of (i) receiving notification that the receipt of any oral or written comments from the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of relating to the Proxy Statement. If The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Whenever any event relating occurs that should be disclosed in an amendment or supplement to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof of such occurrence and shall promptly file an appropriate cooperate in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating The Company shall cooperate and provide Parent with a reasonable opportunity to Parent or Merger Sub occurs, or if Parent becomes aware review and comment on the draft of any information, that causes any information provided by it for use in the Proxy Statement (including each amendment or supplement thereto) and all responses to have become false requests for additional information by and replies to comments of the SEC, prior to filing such with or misleading in any material respectsending such to the SEC, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement will provide Parent with copies of all such filings made and correspondence with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. As promptly as practicable (a) Promptly following the date of this Agreementhereof, and in no event later than thirty (30) days after the date hereof, the Company shall prepare and file with the SEC the preliminary Proxy Statement, which shall, subject to Section 5.3, include the Company Board Recommendation, and each thereafter shall use reasonable best efforts to respond promptly to any comments by the SEC staff in respect of the Company Proxy Statement. Each of the Company, on the one hand, and Parent shalland Merger Sub, or shall cause their respective Affiliates toon the other hand, prepare andwill furnish all information concerning it and its Affiliates, after consultation with each otherif applicable, file with as the SEC all Other Filings that are required to be filed by such other party may reasonably request in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall consult with Parent and provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable, and in no event later than five (5) Business Days, after the Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the definitive Proxy Statement or filing any amendments other required documents (or supplements thereto (and in each case, any amendment or supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such documents or responses and shall give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or any amendments or supplements thereto), for additional information and shall incorporate will supply Parent with copies of all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by correspondence between the Company or its counsel from and the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to Contemplated Transactions. (b) Each of the Company’s stockholders as , Parent and Xxxxxx Sub agrees to promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information will have become false or misleading in any material respect, then respect and (ii) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that will become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC and, if appropriate, mail such amendment or supplement and to be disseminated to the stockholders holders of Shares and the Companyholders of Company Stock Options and Company Equity Awards, in each case as and to the extent required by applicable Law.

Proxy Statement. As promptly as practicable following (and within 15 Business Days after the date of this Agreement, if practicable), the Company shall prepare and file cause to be filed with the SEC the Proxy Statement. Parent shall provide, as promptly as reasonably practicable, such information regarding Parent and each of Acquisition Sub as is required and is reasonably requested by the Company for inclusion in the Proxy Statement. Other than with respect to an Adverse Recommendation Change and Parent shalldisclosures relating thereto, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts Subject to have compliance with applicable Legal Requirements, the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or Statement; and (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities Acquired Companies occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement Stockholder, the Company in cooperation with Buyer, shall prepare and file with the SEC a proxy statement (the “Stockholder Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required ”) to be filed by such party sent to the stockholders of Stockholder in connection with the Transactions contemplated herebymeeting of the Company’s stockholders (the “Stockholder Meeting”) to be called pursuant to Section 11 hereof for purposes of obtaining the approval by the stockholders of Stockholder required under Chapter 156B of the Massachusetts General Laws (“Massachusetts Law”) of the disposition by Stockholder of the Shares pursuant to the Merger (the “Stockholder Voting Proposal”). The Company Stockholder shall consult with Parent and provide Parent and its counsel a reasonable opportunity endeavor to review and comment on the Proxy Statement and any amendments or supplements thereto (and promptly respond to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company Stockholder shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Stockholder Proxy Statement to be mailed to the Company’s stockholders as of Stockholder at the earliest practicable time. Stockholder shall notify Buyer and the Company promptly as practicable after upon the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Stockholder Proxy Statement or (ii) for additional information and shall supply Buyer and the conclusion Company with copies of all correspondence between Stockholder or any SEC of its representatives, on the one hand, and the SEC, or its staff review of or any other government officials, on the other hand, with respect to the Stockholder Proxy Statement. If Whenever any event relating occurs which is required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Stockholder Proxy Statement, Stockholder, the Company. If any event relating to Parent Company or Merger Sub occursBuyer, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to stockholders of Stockholder, mail such amendment or supplement supplement. Stockholder will include in the Stockholder Proxy Statement the Stockholder Board Recommendation. Stockholder shall promptly make all necessary filings with respect to the stockholders Merger under the Securities Act of 1933, as amended, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. Each of the CompanyCompany and Buyer shall cooperate with the Stockholder in connection with the preparation of the Stockholder Proxy Statement and shall furnish all information relating to it and the Merger as the Stockholder may reasonably request for inclusion in the Stockholder Proxy Statement.

Proxy Statement. As promptly soon as practicable following the date and in any event no later than ten (10) days after execution of this Agreement, the Company shall prepare the preliminary Proxy Statement and file the preliminary Proxy Statement with the SEC under the Exchange Act. The Company shall use all reasonable efforts to have the preliminary Proxy Statement cleared by the SEC. Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Acquiror of the receipt of any comments of the SEC 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 copies of all correspondence between the Company or any representative of the Company and the SEC. Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation promptly provide the Company with each other, file with the SEC all Other Filings that are such information regarding Parent and its Subsidiaries as may be required to be filed by such party included in connection with the Transactions contemplated herebyProxy Statement or as may be reasonably required to respond to any comment of the SEC. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to the Company Stockholders and shall give Parent and its counsel a reasonable opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to Company Stockholders. Each of the Company, Parent and shall Acquiror agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond as promptly to all such comments of and requests by the SEC. As promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have after the Proxy Statement has been cleared by the SEC as promptly as reasonably practicable after it is filed. The SEC, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders of record, as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any record date established by the Board of Directors of the Company Entities occursCompany. Each of the Company, or if the Company becomes aware of any information, that causes Parent and Acquiror promptly shall correct any information provided (or omitted) by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respectrespect to ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, then in the light of the circumstances under which they are made, not misleading, and the Company shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform be disseminated to the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC andStockholders, if appropriate, mail such amendment or supplement in each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, the Company Parent shall prepare and file cause to be filed with the SEC a preliminary proxy statement together with a form of proxy (collectively, the "Proxy Statement, ") and each of any other documents required by the Company and Parent shall, Securities Act or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Exchange Act in connection with the Transactions contemplated herebyMerger with respect to the Parent Shareholders' Meeting at which the shareholders of Parent will be asked to vote upon and approve this Agreement, the Merger and an amendment to Parent's Articles of Organization increasing the authorized shares of Parent Common Stock. The Company Parent shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply with the rules and any amendments or supplements thereto (and regulations promulgated by the SEC, respond promptly to review and comment on any comments of the SEC or its staff on and use all commercially reasonable efforts to have the Proxy Statement or any amendments or supplements thereto), cleared by the SEC under the Exchange Act as promptly as practicable after such filing and shall incorporate all reasonable comments promptly thereafter file the definitive Proxy Statement with the SEC and requests made by Parent, prior to mail the filing thereof. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations the shareholders of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide furnish to Parent all information concerning the Company and its counsel shareholders as may be required or reasonably requested in connection with a copy or a description the preparation of the Proxy Statement. Parent shall (i) notify the Company promptly of the receipt of any comments received from the SEC or its staff and of any request by the Company SEC or its counsel from staff for amendments or supplements to the Proxy Statement or for additional information and (ii) shall promptly supply the Company with copies of all written correspondence with the SEC or its staff with respect to the Proxy Statement or Statement. Parent shall not file any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to which the Company shall have reasonably objected. Whenever any event occurs that should be mailed set forth in an amendment or supplement to the Proxy Statement, Parent or the Company’s stockholders , as the case may be, shall promptly as practicable after inform the earlier other of (i) receiving notification that such occurrence and shall cooperate in filing with the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursstaff, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail mailing to stockholders of Parent, such amendment or supplement supplement. (b) Prior to the stockholders Effective Date, Parent shall make all required filings with state regulatory authorities and the NASD, and shall ensure that the Merger Shares will be qualified under the securities or "blue sky" law of every jurisdiction of the Company. If United States in which any event relating to Parent or Merger Sub occurs, or if Parent becomes aware registered shareholder of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and, once reasonably acceptable to Parent and the Company, file a preliminary Proxy Statement with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall as soon as practicable notify Parent of the receipt of any comments of the SEC 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 as soon as practicable provide to Parent copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult with Parent cause the Proxy Statement and provide all supplements thereto to be mailed to the holders of Company Common Stock entitled to vote at the Company Meeting and any other Person entitled to notice of the Company Meeting as soon as reasonably practicable. The Company shall (a) give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments supplements thereto, prior to such documents being filed with the SEC or supplements thereto disseminated to holders of shares of Company Common Stock, (b) give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (c) include in drafts of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate related correspondence and filings all reasonable comments and requests made reasonably proposed by Parent, prior and (d) to the filing thereofextent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated by this Agreement. The Each of the Company shall and Parent agrees to use commercially reasonable 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 to comply with all applicable rules and regulations of the SEC and all other applicable Laws required amendments and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement supplements thereto to be mailed to the Company’s stockholders as promptly as holders of shares of Company Common Stock entitled to vote at the Company Meeting at the earliest practicable after time. Each of Parent and the earlier of (i) receiving notification Company will cause all documents that it is responsible for filing with the SEC or its staff other Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at any time prior to the Company Merger Effective Time any event shall occur, or fact or information shall be discovered, that either the Company or the Buyer Parties reasonably believe is not reviewing the Proxy Statement required to be set forth in an amendment of or (ii) the conclusion of any SEC or staff review of a supplement to the Proxy Statement. If any event relating to any of , the Company Entities occursshall, or if in accordance with the Company becomes aware of any informationprocedures set forth in this Section 6.2, that causes any information provided by it for use in prepare and file with the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate SEC such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable law, if appropriate, mail and cause such amendment or supplement to be distributed to the stockholders holders of the Company. If any event relating Company Common Stock entitled to Parent or Merger Sub occursvote at, or if Parent becomes aware of any informationand all other Persons entitled to receive notice of, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMeeting.

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this AgreementAgreement and in any event within twenty (20) days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its commercially reasonable best efforts staff and of any request by the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC as or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Requisite Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, the Company will promptly as reasonably practicable after prepare and mail to its stockholders such an amendment or supplement. The Parent and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filedfiled with the SEC and the Company shall give due consideration to all reasonable additions, deletions, or changes thereto suggested by Xxxxxx and its counsel. The Company shall cause will (i) establish a record date, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier of SEC, and, in any event, either (ia) receiving notification the first Business Day after the date that the SEC or its staff is not reviewing ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (iib) within three (3) Business Days of being informed by the conclusion SEC staff that it has no further comments on the document. Subject to the terms and conditions of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursthis Agreement, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then will include the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with all the applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement Statement; or (ii) the conclusion receiving notification of final resolution of any comments received from the SEC or its staff review of concerning the Proxy Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cause the Proxy Statement to be mailed to the Company’s stockholders, prior to the later of (A) the termination of the Go-Shop Period or (B) the time as of which no Acquisition Proposal from an Excluded Party is pending which constitutes, or is reasonably likely to constitute, a Superior Offer. If any event relating to any of the Company Entities Acquired Corporations occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, and each or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file the Proxy Statement in definitive form with the SEC all Other Filings that are required and cause the Proxy Statement to be filed by such party in connection with the Transactions contemplated herebymailed to its stockholders. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on will as promptly as practicable advise Acquiror, of the time when the Proxy Statement (in both preliminary and definitive form) has been filed with the SEC or any amendments supplement or supplements thereto (and to review and comment on amendment has been filed, the issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement or the receipt of any comments of the SEC thereon and responses thereto or its staff on requests by the SEC for additional information and will as promptly as practicable provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to . In the filing thereof. The event that the Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of receives any comments received by the Company or its counsel from the SEC or its staff with respect or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or any amendment or supplement theretoStatement, and Acquiror shall respond as promptly as practicable provide to the Company, upon the reasonable request of the Company, any information concerning Acquiror that Acquiror reasonably determines is required to enable the Company to adequately respond to such commentscomments or such request. The If at any time prior to the Effective Time any event or information (including any Change of Recommendation) relating to the Company, or any of its Affiliates, officers or directors, should be discovered by Acquiror or the Company shall use its commercially reasonable best efforts which should be set forth in an amendment or supplement to have the Proxy Statement cleared Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein or incorporated by reference therein not misleading, the party which discovers such information shall as promptly as practicable notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by law, disseminated to the stockholders the Company. The Company shall cause Prior to filing the Proxy Statement in both preliminary and definitive form, any amendments or supplements thereto or any other filing with the SEC, or responding to be mailed any comments or inquiries by the SEC with respect to any filings related to the Company’s stockholders as promptly as practicable after Merger, the earlier of (i) receiving notification that Company will provide Acquiror with reasonable opportunity to review and comment on each such filing or response in advance and shall give due consideration to and act reasonably and in good faith with respect to the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion incorporation of any SEC changes in such filings or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided responses reasonably proposed by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyAcquiror.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this Agreementhereof, the Company shall, with the assistance of Parent, prepare, and the Company shall prepare and file with the SEC SEC, a proxy statement relating to the Proxy Statement, and each approval of this Agreement by the shareholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and Parent shall, or the Company shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party one another in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments shall furnish all information concerning such party as the other party may reasonably request in connection with the preparation of the SEC or its staff on Proxy Statement. Parent and the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall each use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders shareholders of the Company as promptly as reasonably practicable after the earlier Proxy Statement is cleared by the SEC. (b) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) receiving notification that the receipt of any comments from the SEC and all other written correspondences and oral communications with the SEC relating to the Proxy Statement and (ii) any request by the SEC for any amendment or its staff is not reviewing supplement to the Proxy Statement or (ii) for additional information with respect thereto. All filings by the conclusion of any Company with the SEC or staff review of in connection with the transactions contemplated hereby, including the Proxy Statement. If Statement and any event relating amendment or supplement thereto, shall be subject to any the reasonable prior review and comment of Parent, and all mailings to the shareholders of the Company Entities occursin connection with the Merger and the other transactions contemplated by this Agreement shall be subject to the reasonable prior review and comment of Parent; provided, or that the Company will no longer be required to comply with the foregoing if the Company becomes aware Board has effected any Adverse Recommendation Change or shall have resolved to do so. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company. Each of the Company and the Parent shall give reasonable and good faith consideration to any information, that causes comments made by the other or its counsel. (c) If at any time prior to the Effective Time any information provided relating to the Company, Parent or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by it for use 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 have become false or misleading in state any material respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Applicable Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders shareholders of the Company.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except if the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02, the Proxy Statement shall include the Company Board Recommendation. The Company shall promptly notify Parent upon the receipt of any oral or written 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 each shall provide Parent with copies of all correspondence between the Company and Parent shallits Representatives, or shall cause their respective Affiliates toon the one hand, prepare and, after consultation with each other, file with and the SEC all Other Filings that are required (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to be filed by such party in connection respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Transactions contemplated herebyProxy Statement. The Company shall consult cause the definitive Proxy Statement to be mailed to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement (the “SEC Clearance Date”) but not prior to the record date for the Company Stockholder Meeting; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with Parent and the SEC that it will or will not be reviewing the Proxy Statement, then the eleventh (11th) calendar day after the initial filing shall be the SEC Clearance Date. 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 shall provide Parent and its counsel a reasonable opportunity to review and comment to propose comments on such document or response to the extent permitted by Applicable Law and the Company shall consider in good faith any comments on such document or response reasonably proposed by Parent. (b) Parent shall, as promptly as possible, furnish to the Company all information concerning Parent, Merger Sub I and Merger Sub II as may be reasonably requested by the Company in connection with the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and any amendments the resolution of comments from the SEC (or supplements thereto (and to review and comment on any comments the staff of the SEC SEC). Parent will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub I or its staff on Merger Sub II 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 Company Stockholder Meeting, such information 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 were made, not misleading. (c) In accordance with the Company Governing Documents, the Company shall use commercially reasonable efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(c) and the timing contemplated in Section 6.04(a)), (x) establish a record date for and shall incorporate all reasonable comments give notice of a meeting of the holders of Company Common Stock, for the purpose of voting upon the approval of the Company Merger (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and requests made by Parent(y) after the SEC Clearance Date duly call, convene and hold the Company Stockholder Meeting; provided, however, that notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth (20th) Business Day following the SEC Clearance Date; provided, further, that the Company may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval (unless the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02), or (iv) to allow reasonable additional time for the filing thereofand distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Law or the failure of which to provide would reasonably be expected to be inconsistent with the directors’ duties under Applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of Company Common Stock prior to the Company Stockholder Meeting to ensure the holders of Company Common Stock have a reasonable period of time to make a reasonably informed vote; provided, however, that Parent shall be consulted in advance regarding any postponement, recess or adjournment in the case of clauses (ii)-(iv) and, without the prior written consent of Parent, in the case of clauses (ii) and (iii), the Company Stockholder Meeting shall not be postponed or adjourned to a date that is (x) more than 30 days after the date for which the Company Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by Applicable Law) or (y) more than 90 days from the record date for the Company Stockholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02, the Company shall use its commercially reasonable efforts to solicit proxies in favor of the approval of the Company Merger and the Company shall provide the Company Board Recommendation and include the Company Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is terminated. Parent, Xxxxxx Sub I and Merger Sub II agree to vote all shares of Company Common Stock held by them (if any) in favor of the approval of the Company Merger. The Company shall cause cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to comply with all applicable rules and regulations the Company’s stockholders. Without the prior written consent of Parent, (x) the approval of the SEC Company Merger shall be the only matter (other than matters of procedure and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred matters required by Applicable Law to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received be voted on by the Company stockholders in connection with this Agreement or the approval of the Company Merger) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting and (y) the Company shall not submit to the vote of its counsel from stockholders any Acquisition Proposal (other than this Agreement). Unless this Agreement shall have been terminated in accordance with Section 8.01, the SEC or its staff obligations of the Company with respect to calling, giving notice of, convening and holding the Company Stockholder Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s stockholders shall not be affected by an Adverse Recommendation Change. (d) If, at any time prior to the Company Merger Effective Time, any information relating to the Company, Parent, Merger Sub I, Merger Sub II or any of their respective Affiliates, officers, directors, partners or managers, as applicable, is discovered by the Company, Parent, Merger Sub I or Merger Sub II which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) 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 the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement containing such information shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by be filed with the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed and, to the Company’s stockholders as promptly as practicable after extent required by Applicable Law, disseminated to the earlier holders of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy StatementCompany Common Stock. If any event relating Each party agrees to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companymisleading.

Proxy Statement. (a) As promptly soon as reasonably practicable following following, and in no event later than sixteen (16) Business Days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, Statement and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required it to be filed by such party with the SEC. Parent shall furnish all information concerning it as the Company may reasonably request in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (amendment thereto. Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, and both the Company and Parent shall cooperate to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofstaff. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders a sufficient time prior to the Company Stockholders Meeting, which shall be held as promptly as practicable after following the earlier of (i) receiving notification date the Company is able to file its definitive Proxy Statement with the SEC. The Company shall cause all documents that it is responsible for filing with the SEC or in connection with the Contemplated Transactions to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. Company shall provide Parent with copies of all correspondence between Company and its Representatives on the one hand and the SEC and its staff is not reviewing on the other hand. Notwithstanding anything to the contrary herein, before filing and mailing the Proxy Statement (or (iiany amendment or supplement thereto) the conclusion of or responding to any SEC or staff review comments of the Proxy Statement. SEC with respect thereto, Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall discuss with Parent, and include in such document or response, comments reasonably proposed by Parent. (b) If at any event relating time prior to any of the Company Entities occurs, or if the Company Stockholder Meeting either Party becomes aware of any informationevent, that causes any circumstance or change of information provided by it for use which is required to be set forth in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company it shall promptly inform Parent thereof and the other Party, the Parties shall promptly file an appropriate cooperate in filing such amendment or supplement with the SEC andSEC, and the Company shall, if appropriaterequired, mail such that amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs. (c) The Company will advise Parent, or if Parent becomes aware promptly after it receives notice thereof, of any information, that causes any information provided request by it the staff of the SEC for use in amendment of the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment comments thereon or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyresponses thereto.

Proxy Statement. As (a) The Company shall, with the reasonable assistance of Parent, prepare and file with the SEC, promptly as practicable following after the date of this Agreement (and in any event within fifteen (15) Business Days), the Proxy Statement. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Unless the Board of Directors of the Company has made a Change of Recommendation in accordance with the provisions of this Agreement, the Company shall prepare and file with include the SEC Recommendation in the Proxy Statement. (b) Subject to applicable Law, and each of anything in this Agreement to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parentcontrary notwithstanding, prior to the filing thereof. The Company shall cause of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to comply with all applicable rules and regulations the stockholders of the Company, or responding to any comments from the SEC and all other applicable Laws and shall directly or indirectly incorporate with respect thereto, the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy reasonable opportunity to review and to comment on such document or a description response, which the Company shall consider in good faith. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments received by the Company or its counsel 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 and its staff, on the other hand, relating to the Proxy Statement and shall consider in good faith the reasonable comments or revisions that Parent may request in writing. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedreceipt thereof. The Company shall cause the Proxy Statement to be mailed to holders of Common Stock as of the Company’s stockholders as record date established for the Stockholders Meeting promptly as practicable (but in any event no more than five (5) Business Days) after the earlier of (i) receiving notification that date on which the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of confirms that it has no further comments on the Proxy Statement. . (c) If at any event time prior to the Stockholders Meeting any information relating to the Company or Parent, or any of the Company Entities occurstheir respective Affiliates, or if the Company becomes aware of any informationshould be discovered by a Party, that causes any which information provided by it for use should be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Proxy Statement, the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, Party that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.discovers such

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company Novadigm shall prepare and, no later than the tenth business day immediately following the later of the date of the public announcement of this Agreement and the date upon which Parent provides to Novadigm all information required to be provided by Parent for inclusion in the Proxy Statement, file with the SEC the preliminary Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, absent any temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition (each, a "LEGAL RESTRAINT") or notification by the SEC of the commencement of an SEC review of the preliminary Proxy Statement, and each of the Company and Parent shall, or Novadigm shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection the definitive Proxy Statement on the 10th calendar day (or as soon thereafter as practicable) immediately following the filing of the preliminary Proxy Statement with the Transactions contemplated hereby. The Company shall consult with Parent SEC and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the mailing of the definitive Proxy Statement to comply with all applicable rules the stockholders of Novadigm to occur on that day or as promptly as reasonably practicable thereafter. Each of Novadigm and regulations of the SEC and all other applicable Laws and Parent shall directly or indirectly incorporate the fairness option referred use its commercially reasonable efforts to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts comments of the SEC with respect to have the Proxy Statement cleared by Statement. Each of Novadigm and Parent shall furnish all information concerning such person to the SEC other as promptly as may be reasonably practicable after it is filed. The Company shall cause requested in connection with the preparation, filing and distribution of the Proxy Statement to be mailed to Statement. Novadigm shall promptly notify Parent upon the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing 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 and its staff, 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 with respect thereto, Novadigm (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall consider in good faith for inclusion in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the conclusion SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed and shall not be required after a Change of Recommendation (as defined below). If at any SEC time prior to the Effective Time, any information relating to Novadigm, Parent or staff review any of their respective affiliates, officers or directors, should be discovered by Novadigm or Parent which should be set forth in an amendment or supplement to the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyNovadigm.

Proxy Statement. (a) As promptly soon as practicable following possible after the date of this Agreement, the Company shall prepare and file file, in no event later than three (3) Business Days after the date of this Agreement, a preliminary Proxy Statement with the SEC under the Exchange Act and shall use its reasonable best efforts to have such preliminary Proxy Statement, and each of Statement cleared by the SEC promptly. The Company and Parent shall, or shall cause their respective Affiliates to, prepare andagrees to use its reasonable best efforts, after consultation with each otherParent, file with to respond promptly to all comments of and requests by the SEC with respect to such preliminary Proxy Statement and to cause a definitive Proxy Statement and all Other Filings that are required amendments and supplements thereto to be filed by such party in connection with disseminated to the Transactions contemplated herebyCompany Stockholders entitled to vote at the Stockholders’ Meeting at the earliest practicable time. The Company shall consult with will notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments promptly of the SEC or its staff on the Proxy Statement or receipt of and will respond promptly to any amendments or supplements thereto), and shall incorporate all reasonable (1) comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff and (2) request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will 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 or the Merger. Parent and its counsel will be given a reasonable opportunity to be involved in the drafting of and review and comment upon the Proxy Statement and any amendment or supplement thereto and any such correspondence prior to its filing with the SEC or dissemination to the Company Stockholders. (b) No amendment or supplement to the Proxy Statement will be made by the Company without the prior approval of Parent, which approval will not be unreasonably withheld, conditioned or delayed. If at any time prior to the Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective affiliates, directors or officers or the Transactions should be discovered by the Company or Parent, which such Party believes 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 made therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information (or the Party whose Subsidiary discovers such information) shall promptly notify the other Party, and an appropriate amendment, supplement or other filing, if any, incorporated by reference into the Proxy Statement describing such information shall be filed by the Company with the SEC upon mutual agreement of Parent and the Company and, to the extent required by applicable Law, (1) disseminated to the Company Stockholders, and (2) proxies in connection therewith will be resolicited, in each case, as promptly as reasonably practicable. (c) The Company shall cause (1) the Proxy Statement to include all information required under applicable Law to be furnished to the Company Stockholders in connection with the Merger and the Transactions and, subject to Section 4.09, to include the Company Board Recommendation and (2) all documents filed by the Company with the SEC in connection with the Merger to comply as to form and substance with all applicable requirements of the Exchange Act. The information included or incorporated by reference in the Proxy Statement will not at the time (A) the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have (B) the Proxy Statement cleared by is disseminated to the SEC as promptly as reasonably practicable after it is filedCompany Stockholders, or (C) 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 made therein, in light of the circumstances under which they were made, not misleading. The Notwithstanding the foregoing, the Company shall cause makes no representation or warranty with respect to statements made in the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC regarding Guarantor, Parent or its staff is not reviewing the Proxy Statement Merger Sub and furnished in writing by Guarantor, Parent or (ii) the conclusion of any SEC or staff review of Merger Sub expressly for inclusion in the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, It is understood and agreed that causes any all other information provided by it for use in the Proxy Statement will be deemed to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of been furnished by the Company. If any event relating to Parent or and Merger Sub occursshall supply all information regarding Guarantor, or if Parent becomes aware and Merger Sub reasonably requested by the Company in connection with the preparation of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall as promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyas practicable.

Proxy Statement. (a) As promptly as practicable following the date execution of this Agreement, the Company Seller shall prepare and file with the SEC the preliminary Proxy Statement. Seller shall (i) use its commercially reasonable efforts to respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as practicable after receipt of any such comments or requests and (ii) notify Buyer upon the receipt of any such comments or requests, and (iii) provide Buyer with copies of all correspondence between Seller and its representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, and each of the Company and Parent shall, or (i) Seller shall cause their respective Affiliates to, prepare and, after consultation provide Buyer with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and (ii) Seller shall include in such drafts, correspondence and filings all comments reasonably proposed by Buyer. Absent any amendments temporary restraining order, preliminary or supplements thereto (and to review and comment on permanent injunction or other order or decree issued by any comments court of competent jurisdiction or other legal restraint or prohibition, Seller shall file with the SEC or its staff on the definitive Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have following the date the Proxy Statement is cleared by the SEC SEC, and shall cause the mailing of the definitive Proxy Statement to Seller’s stockholders to occur as promptly as reasonably practicable after it is filedthereafter. The Company shall cause the Proxy Statement to be mailed If at any time prior to the Company’s stockholders as promptly as practicable after the earlier Stockholders’ Meeting any event shall occur, or fact or information shall be discovered that should be set forth in an amendment of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of a supplement to the Proxy Statement. If any event relating to any of , Seller shall, in accordance with the Company Entities occursforegoing procedures, or if prepare and file with the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate SEC such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable law, if appropriate, mail cause such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement be distributed to the stockholders of Seller. Buyer shall cooperate with Seller in connection with the Companypreparation of the Proxy Statement and shall provide in a timely fashion all information requested by Seller concerning Buyer that is required to be included in the Proxy Statement. (b) The Proxy Statement shall contain the unqualified recommendation of the Board in favor of approval of this Agreement and the transactions contemplated hereby (the “Board Recommendation”); provided, however, that, at any time prior to receipt of Stockholder Approval, the Board may, in accordance with Section 5.10 hereof, withdraw or modify, in a manner adverse to Buyer, the Board Recommendation (a “Recommendation Change”), and Seller shall not be required to include the Board Recommendation in the Proxy Statement, if the Board determines in good faith, after consultation with outside legal counsel, that failing to take such action would be inconsistent with the fiduciary duties of the Board.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement in connection with the Transactions Merger. Parent and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including, but not limited to, furnishing to the Company any and all information regarding Parent, Merger Sub and their respective affiliates as may be required to be disclosed therein. Subject to Section 4.2(c) hereof, the Proxy Statement shall contain the unanimous recommendation of the Company Board that the Company’s stockholders approve this Agreement and the transactions contemplated hereby. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. The Company shall consult use commercially reasonable efforts to have cleared by the SEC as promptly as practicable the Proxy Statement and all other proxy materials for the Company Stockholders’ Meeting. As promptly as practicable after clearance by the SEC of the Proxy Statement, the Company will cause the Proxy Statement to be promptly mailed to its stockholders. (b) The Proxy Statement and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement to the Proxy Statement is first mailed to the holders of Company Common Stock, at the time the holders of Company Common Stock vote on the adoption of this Agreement and at the Effective Time, the Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company that should be set forth in an amendment or a supplement to the Proxy Statement should be discovered by the Company, the Company shall promptly inform Parent. The covenant contained in this Section 5.1(b) will not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Company in writing by Parent and provide specifically for use therein. (c) The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, each time before that document (or any amendment or supplement thereto) is filed with the SEC, and any amendments or supplements thereto (reasonable and good faith consideration shall be given to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofParent and its counsel. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall (i) promptly provide Parent and its counsel with a copy or a description of any comments received by or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or any amendment or supplement thereto, other communications and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating provide Parent with a reasonable opportunity to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use participate in the Proxy Statement response to have become false or misleading those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment discussions or supplement meetings with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. (a) As promptly as practicable following after the date of this AgreementAgreement (but in no event after the fifteenth (15th) Business Day following the date hereof), the Company Seller shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or . Seller shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required use commercially reasonable efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply in all material respects in form and substance with all applicable the rules and regulations of promulgated by the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall respond promptly provide Parent and its counsel with a copy or a description of to any comments received by the Company or its counsel from of the SEC or its staff with respect to the Proxy Statement. Buyer shall furnish all information concerning itself as Seller may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. Seller shall promptly notify Buyer 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, shall consult with Buyer prior to responding to any such comments or requests or filing any amendment or supplement theretoto the Proxy Statement, and shall respond as promptly as practicable to any such commentsprovide Buyer with copies of all correspondence between Seller and its Representatives on the one hand and the SEC and its staff on the other hand. The Company shall Seller will use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Seller Stockholders as promptly as practicable after following the earlier clearance of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement by the SEC (or (ii) the conclusion expiration of any SEC or staff review of the Proxy Statementapplicable period for comments). If any event relating to any of the Company Entities occurs, or if the Company Buyer becomes aware of any informationinformation that, that causes any information provided by it for use pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company Buyer shall promptly inform Parent Seller thereof and shall promptly file an appropriate cooperate with Seller in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of Seller Stockholders. (b) Notwithstanding anything to the Company. If any event relating contrary stated above, prior to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in filing and mailing the Proxy Statement to have become false (or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party a reasonable opportunity to review and comment on such document or response and shall discuss with the SEC andother party and include in such document or response, if appropriate, mail such amendment or supplement to comments reasonably and promptly proposed by the stockholders of the Companyother party.

Proxy Statement. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and shall file with the SEC a document that will constitute the proxy statement with respect to the Merger relating to the Company Stockholders’ Meeting (together with any amendments thereto, the “Proxy Statement”). Copies of the Proxy Statement shall be provided to the Nasdaq National Market in accordance with its rules. Each of the Parties shall use all reasonable efforts to cause the Proxy Statement to be approved or otherwise cleared by the SEC as practicable after the date hereof. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff on the Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the eProxy Statement has been approved or otherwise cleared by the SEC, it shall be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the Nasdaq National Market. (b) The Company and Parent shall cooperate in connection with the preparation of the Proxy Statement, including by giving (i) each other and each of the Company and Parent shall, or shall cause their respective Affiliates tocounsel a reasonable opportunity to review and comment on the Proxy Statement, prepare and, after consultation with each other, file time before such document (or any amendment thereto) is filed with the SEC all Other Filings that are required SEC, (ii) reasonable and good faith consideration to be filed any comments made by the other and its counsel, (iii) promptly to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Proxy Statement, (iv) a reasonable opportunity to participate in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) reasonable and good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Proxy Statement shall include with respect to the Company and its stockholders, the approval of the Merger and the recommendation of the Board of Directors of the Company to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company’s rights under Sections 5.2 and 6.2(e). (d) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Proxy Statement has approved or otherwise cleared by the SEC or any supplement or amendment has been filed or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall, at the time filed with the SEC or other regulatory agency and, in addition, at the date it or any amendments or supplements thereto (and are mailed to review and comment on any comments stockholders of the SEC Company, at the time of the Company Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or its staff on omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement or statements therein, in light of the circumstances under which they are made, not misleading. If at any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, time prior to the filing thereof. The Effective Time any event or circumstance relating to the Company or any Subsidiary of the Company, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall cause promptly inform Parent. All documents that the Proxy Statement Company is responsible for filing with the SEC in connection with the Merger will comply as to comply form in all material respects with all the applicable requirements of the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Securities Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyExchange Act.

Proxy Statement. As The Company shall, as promptly as practicable following practicable, prepare and, to the date extent required by Applicable Law, file with the SEC, the appropriate form and documentation for the purpose of this Agreementsoliciting proxies for Stockholder approval of the transactions contemplated by the Transaction Agreements to the extent such transactions and the Transactions Agreements are required to be approved by the Stockholders under the rules and regulations of the National Association of Securities Dealers, Inc., which shall include the proxy statement prepared by the Company pursuant to Regulation 14A under the Exchange Act with respect to the Stockholders Meeting (the Proxy Statement ). As soon as practicable, but in no event less than five (5) Business Days prior to filing the Proxy Statement with the SEC, the Company shall prepare and file with the SEC provide a copy of the Proxy Statement, and each of Statement to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with Purchaser so that the SEC all Other Filings that are required to be filed by such party in connection with Purchaser has the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to such filing. In the event that the Purchaser provides any comments to the Proxy Statement, the Company agrees to consider in good faith such comments of Purchaser, which comments (if any) shall be provided by the Purchaser no later than one (1) Business Day prior to such filing, but the Company shall be under no obligation to make any change or modification to the Proxy Statement based upon such comments of Purchaser. The Company shall, as promptly as practicable after receipt thereof, provide the Purchaser copies of any written comments, and advise the Purchaser of any amendments oral comments or supplements thereto (and communications regarding the Proxy Statement received from the SEC. The Company shall provide the Purchaser with a reasonable opportunity to review and comment on any comments of the SEC amendment or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement prior to filing the same with the SEC or any amendment or supplement theretomailing to Stockholders, and shall respond as the Company will provide promptly as practicable the Purchaser with a copy of all such filings made with the SEC or sent to any such comments. Stockholders. (a) The Company shall will use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders as promptly as practicable after the earlier Proxy Statement is cleared by the SEC. The Company shall furnish all information concerning it and the holders of (i) receiving notification that its capital stock as may be reasonably requested in connection with any such action. The Company will advise the SEC or its staff is not reviewing Purchaser, promptly after it receives notice thereof, of the time when the Proxy Statement or (ii) has been cleared by the conclusion SEC, the issuance of any stop order, the suspension of the qualification of the Company s Common Stock or any request by the SEC or staff review for amendment of the Proxy Statement. If any event relating to any of . (b) The Company agrees that the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time during the proxy solicitation process, there shall occur any event with respect to the SEC andCompany or any of its Subsidiaries, if appropriateor with respect to any information in the Proxy Statement, mail which event is required to be described in an amendment of or supplement to the Proxy Statement, such amendment or supplement shall be promptly filed with the SEC, as required by Applicable Law, and disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly soon as practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement with respect to the Company Stockholders Meeting in a form reasonably acceptable to Parent, and use its reasonable efforts to have a Proxy Statement cleared by the SEC and mailed to the Company's stockholders. Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. The Proxy Statement shall contain (A) statements of the Company Board that its has (i) determined that this Agreement and Parent shallthe transactions contemplated hereby, or shall cause their respective Affiliates toincluding the Merger and the Asset Purchase, prepare are fair to and in the best interests of the unaffiliated stockholders of the Company and, after consultation with each otherthe Stockholders generally, file (ii) declared the Merger, the Asset Purchase and this Agreement to be advisable and (iii) recommended unanimously that the stockholders of the Company vote in favor of the approval of the Asset Purchase and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or the Merger Sub (unless withdrawn, modified or changed in accordance with the SEC terms of Section 4.4) and (B) the written opinions of the Company's financial advisors. The Proxy Statement shall comply as to form and content in all Other Filings that are required to be filed by such party in connection material respects with the Transactions contemplated herebyapplicable provisions of the federal securities laws. The Company shall consult with Parent and provide Parent and its counsel a reasonable shall be given an opportunity to review and comment on upon the Proxy Statement and any amendments amendment or supplements supplement thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofthereof with the SEC, and the Company shall consider any such comments in good faith. The Company shall cause the Proxy Statement agrees to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred provide to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by which the Company or its counsel may receive from the staff of the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Parent and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Parent and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Parent and Merger Sub agree to promptly correct any amendment information provided by any of them for use in the Proxy Statement which shall have become false or supplement theretomisleading in any respect, and shall the Company further agrees to take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by the applicable provisions of the federal securities laws. The Company agrees to use reasonable efforts, after consultation with the other parties hereto, to respond as promptly as practicable to any comments made by the Commission with respect to the Proxy Statement and any preliminary version or amendment thereof, filed by it. Each of Parent and Merger Sub agree to use reasonable efforts to promptly provide the Company with any information necessary to respond to any such commentscomments made by the Commission. The Company Company, Parent and Merger Sub shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s 's stockholders as promptly as at the earliest practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytime.

Proxy Statement. As promptly as practicable following after the date consummation of this Agreementthe Offer and if required by the Exchange Act or the DGCL, the Company shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement, and each . The Proxy Statement shall contain the Table of Contents recommendation of the Company Board of Directors that the Company’s stockholders approve this Agreement and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyMerger. The Company shall consult with Parent and provide Parent and will use its counsel a reasonable opportunity best efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofstaff. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations will notify Parent of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel from the SEC or its staff with respect and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent promptly with copies of all correspondence between the Company or any amendment or supplement theretoof its representatives, on the one hand, and shall respond as promptly as practicable to any such commentsthe SEC, on the other hand. The Company shall use give Parent and its commercially reasonable best efforts counsel the opportunity to have review the Proxy Statement cleared by prior to it being filed with the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause give Parent and its counsel the opportunity to review 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 sent to, the SEC. Each of the Company and Parent 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. Parent will provide the Company with the information concerning Parent and Purchaser required to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of included in the Proxy Statement. If If, at any event time prior to the Effective Time, the Company or Parent discovers any information relating to such party, or any of the Company Entities occurstheir respective Affiliates, officer or if the Company becomes aware of any informationdirectors, that causes any information provided by it for use should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document would not contain any misstatement of material fact necessary to have become false or misleading make the statements therein, in any material respectlight of the circumstances under which they were made, then not misleading, the Company party that discovers that information shall promptly inform Parent thereof notify the other party and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent extent required by Law or Merger Sub occursregulation, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall Buyer will prepare and file the Proxy Statement with the SEC SEC. Prior to filing, the Seller shall be given the reasonable opportunity to review and comment the Proxy Statement, and each including those portions involving disclosure of the Company and Parent shallits Subsidiaries. Buyer will respond to any comments of the SEC and use its commercially reasonable efforts to mail the Proxy Statement to its shareholders at the earliest practicable time and, prior to any response to such comments, Buyer shall reasonably consult with the Seller with respect thereto and the Seller shall be given the reasonable opportunity to review and comment thereon. As promptly as practicable after the execution of this Agreement, the Buyer will and the Seller will, or shall will cause their respective Affiliates the Company to, each prepare andand file any other filings required under the Exchange Act, after consultation with each otherthe Securities Act or any other federal, file with foreign or state blue sky laws relating to the SEC all Merger and the transactions contemplated by this Agreement (collectively, the “Other Filings that are required Filings”). Subject to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity Seller’s right to review and comment on the Proxy Statement set forth above, the Seller hereby consents to the disclosure of information regarding the Company, its Subsidiaries and the Business, as well as the terms of the transactions contemplated hereby in the Proxy Statement and the Other Filings. Each party will notify the other promptly upon the receipt of any comments from the SEC and of any request by the SEC or any other Governmental Entity for amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments Other Filing or supplements thereto)for additional information and will supply the other party with copies of all correspondence between such party or any of its representatives, on the one hand, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff other Governmental Entity, on the other hand, with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsOther Filing. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by and the SEC as promptly as reasonably practicable after it Other Filings will comply in all material respects with all applicable requirements of Law. Whenever any event occurs which is filed. The Company shall cause the Proxy Statement required to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Proxy Statement or any Other Filing, the Seller or Buyer, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the CompanySEC or any other Governmental Entity and/or mailing to shareholders of Buyer, such amendment or supplement. If any event relating The proxy materials will be sent to Parent or Merger Sub occursthe shareholders of Buyer for the purpose of soliciting proxies from holders of Buyer Common Stock to vote in favor of approving this Agreement and the transactions contemplated hereby (“Buyer Shareholder Approval”) at the Buyer Shareholders’ Meeting. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Buyer Common Stock (the “Proxy Statement”). (b) In connection with the Proxy Statement, or if Parent becomes aware Seller shall (i) cause the Company to deliver to Buyer requisite annual audited financial statements and interim unaudited financial statements which meet the applicable requirements of any information, that causes any information provided by it Regulation S-X under the Securities Act for use inclusion in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform and cause the Company thereof to use reasonable best efforts to obtain customary comfort letters from its independent accountants with respect thereto and (ii) cause the Company to provide customary access and cooperation necessary to prepare the disclosures relating to the Company and its Subsidiaries (including “description of the business,” “risk factors” and “MD&A”). (c) As soon as practicable following its approval by the SEC, Buyer shall distribute the Proxy Statement to the holders of Buyer Common Stock and, pursuant thereto, shall call the Buyer Shareholders’ Meeting in accordance with its certificate of incorporation, bylaws and the Company shall promptly file an appropriate amendment or supplement with the SEC DGCL and, if appropriate, mail such amendment or supplement subject to the stockholders other provisions of this Agreement, solicit proxies from such holders to vote in favor of the Companyadoption and approval of this Agreement and the other matters presented to the shareholders of Buyer for approval or adoption at the Buyer Shareholders’ Meeting. (d) Buyer shall comply with all applicable provisions of and rules under the Exchange Act, all applicable provisions of its certificate of incorporation and bylaws and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder and the calling and holding of the Buyer Shareholders’ Meeting. (e) Buyer, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Buyer Common Stock vote in favor of adoption of this Agreement, which recommendation shall not be withdrawn or otherwise modified.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by 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 party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (iSection 7.2(b) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of hereof, the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer).

Proxy Statement. As promptly as practicable following the date after execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file it with the SEC all Other Filings that are required to be filed by such party in connection with under the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate use all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC as 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 as reasonably practicable after it is filedcopies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall cause give Parent and its counsel the opportunity to review the Proxy Statement prior to be mailed its being filed with the SEC and shall give Parent and its counsel the opportunity to review 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 sent to, the SEC. Each of the Company’s stockholders as , Parent and Merger Subsidiary 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. As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) to the conclusion of any SEC or staff review stockholders of the Proxy StatementCompany. If any event relating Prior to any the date of approval of the Company Entities occursMerger by the Company's stockholders, or if each of the Company becomes aware of any informationCompany, that causes Parent and Merger Subsidiary shall correct promptly any information provided by it for use to be used specifically in the Proxy Statement to that shall have become false or misleading in any material respect, then respect and the Company shall promptly inform Parent thereof take all steps necessary to file with the SEC and shall promptly file an appropriate cleared by the SEC any amendment or supplement with to the SEC and, if appropriate, mail such amendment or supplement Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement each case to the stockholders of the Companyextent required by applicable law.

Proxy Statement. As promptly as practicable following the date of this Agreementpracticable, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC the Proxy Statement, and each of SEC; provided that the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review the Company’s proposed preliminary Proxy Statement in advance of filing and comment on consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to Section 6.03, the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments shall include the recommendation of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations Board of Directors of the SEC Company in favor of approval and all other applicable Laws adoption of this Agreement and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsMerger. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable following after the earlier clearance (which shall include upon expiration of (i) receiving notification that the 10-day period after filing in the event the SEC or its staff is does not reviewing review the Proxy Statement) of the Proxy Statement or by the SEC (ii) the conclusion of “SEC Clearance Date”), and in any event within three Business Days after the SEC or staff review of Clearance Date. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. If any event relating to any Each of the Company Entities occursCompany, or if the Company becomes aware of any information, that causes Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as promptly file an appropriate as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement with thereto) received from the SEC andor its staff, if appropriate, mail such amendment or supplement (b) provide Parent and its counsel a reasonable opportunity to the stockholders of review the Company’s proposed response to such comments and (c) consider in good faith any comments reasonably proposed by Parent and its counsel.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) Company shall prepare and file with as promptly as practicable, the SEC proxy statement pursuant to Regulation 14A under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff Exchange Act with respect to the Stockholders' Meeting (the "Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement"). The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC on or prior to eight (8) weeks after the execution of this Agreement. Company shall, as promptly as reasonably practicable after receipt thereof, provide Parent with copies of any written comments, and advise it is filedof any oral comments or communications regarding the Proxy Statement received from the SEC. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing the same with the SEC, and will provide Parent with a copy of all such filings made with the SEC. (b) Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders Company Common Stockholders as promptly as practicable after the earlier execution of (i) receiving notification that this Agreement but in no event later than one week after the receipt of clearance by Company from the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any event relating to such action. Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Company Entities occurs, or if agrees that the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate each amendment or supplement thereto, at the time of mailing thereof and at the time of the Stockholders' Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Stockholders' Meeting, there shall occur any event with respect to Company or its Subsidiaries, or with respect to any information provided by Company for inclusion in the SEC andProxy Statement, if appropriatewhich event is required to be described in an amendment of or supplement to the Proxy Statement, mail such amendment or supplement shall be promptly filed with the SEC, as required by applicable law, and disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyCommon Stockholders.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and file with the SEC as soon as practicable but in any event within two weeks from the date hereof a preliminary form of the proxy statement (the "Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required ") to be filed by such party mailed to the holders of Common Stock in connection with the Transactions contemplated herebymeeting of such holders in connection with the Merger. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on will cause the Proxy Statement and any amendments or supplements thereto (and to review and comment on comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company will use its reasonable best efforts to respond to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of be cleared by the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentSEC. The Company shall promptly provide Parent and its counsel with a copy or a description will notify the Purchaser of the receipt of any comments received by the Company or its counsel from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply the Purchaser 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 or any amendment or supplement thereto, prior to its being filed with the SEC and shall respond as promptly as practicable give the Purchaser and its counsel the opportunity to any such comments. The Company shall use its commercially reasonable best efforts review all amendments and supplements to have the Proxy Statement cleared and 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 and the Purchaser 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 as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, the Company shall mail the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If at any time prior to the approval of this Agreement by the Company's stockholders there shall occur any event relating that should be set forth in an amendment or supplement to Parent the Proxy Statement, the Company will prepare and mail to its stockholders such an amendment or Merger Sub occurssupplement. (b) The Company agrees that the Proxy Statement and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of stockholders of the Company will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, or if Parent becomes aware in light of any informationthe circumstances under which they were made, not misleading; provided, however, that causes the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information provided concerning the Purchaser furnished to the Company by it the Purchaser specifically for use in the Proxy Statement. The Purchaser agrees that the information concerning the Purchaser provided by it in writing for inclusion in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate each amendment or supplement with thereto, at the SEC and, if appropriate, mail such amendment or supplement to time of mailing thereof and at the time of the meeting of stockholders of the CompanyCompany will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Proxy Statement. As (a) If required by applicable law in connection with the Merger, the Company will, at the direction of Buyer, as promptly as practicable following the date consummation of this Agreementthe Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the Company shall prepare and file "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders 's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Buyer 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 or the Merger. If at any time prior to the Shareholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Buyer reasonably objects. (b) The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 3.3(b), subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company (the "Independent Advisor Engagement Letter"), consented to the inclusion of references to its opinion in the Proxy Statement. (c) Notwithstanding the foregoing, if at any time Buyer shall acquire at least 80% of the outstanding Shares, Buyer and the Company shall take all necessary and appropriate action to cause the Merger to become effective as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review expiration of the Proxy Statement. If any event relating to any Offer and the satisfaction or waiver of the Company Entities occurs, or if conditions set forth in Article VI without the Company becomes aware of any information, that causes any information provided by it for use Shareholders' Meeting in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Section 607.1104 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyFBCA.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company Corautus, in cooperation with VIA, shall prepare and file the Proxy Statement with the SEC SEC. The Proxy Statement shall, among other things, include the Corautus Board Recommendation and (i) solicit the approval of and include the recommendation of the Board of Directors of Corautus to Corautus’s stockholders that they vote in favor of the issuance of Corautus Common Stock pursuant to the Merger and the Change of Control, (iii) solicit the approval of and include the recommendation of the Board of Directors of Corautus to Corautus’s stockholders that they vote in favor of the Corautus Charter Amendment; and (iv) solicit the approval of and include the recommendation of the Board of Directors of Corautus to Corautus’s stockholders that they vote in favor of the Corautus Name Change Amendment. VIA shall promptly furnish to Corautus all information concerning VIA and its Subsidiaries and shall use its commercially reasonable efforts to cause all information with respect to its stockholders that is required to be disclosed in the Proxy Statement, and each of the Company and Parent shall, or . (b) Corautus shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (regulations promulgated by the SEC, and shall respond promptly to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), as promptly as possible and shall incorporate all use its reasonable comments and requests made by Parent, prior best efforts to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement be cleared by the SEC as promptly as reasonably practicable after it is filedfiled with the SEC. The Company Corautus shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the CompanyCorautus’s stockholders as promptly as practicable after it is cleared by the earlier SEC. Corautus shall notify VIA promptly upon the receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply VIA with copies of all correspondence between Corautus or (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If VIA and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and the related proxy materials, any proposed amendment or supplement to the Proxy Statement and any response to any comments from the SEC or other correspondence prior to its filing with the SEC or dissemination to Corautus’s stockholders. Corautus shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event relating occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, VIA or Corautus, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Corautus, such amendment or supplement as promptly as possible. Without limiting the foregoing, each of the Company Entities occurs, or if parties shall promptly provide the Company becomes aware of any information, that causes other party with corrections to any information provided by it for use in the Proxy Statement Statement, if and to the extent any such information shall be or have become false or misleading in any material respect, then respect and Corautus shall take all reasonable steps necessary to correct the Company shall promptly inform Parent thereof same and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false be disseminated to Corautus’s stockholders, in each case to the extent required by applicable law or misleading otherwise deemed appropriate by the parties. (c) Prior to the Effective Time, Corautus shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Corautus Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of VIA Capital Stock has an address of record; provided, however, that Corautus shall not be required: (i) to qualify to do business as a foreign corporation in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly jurisdiction in which it is not now qualified; or (ii) to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement a general consent to the stockholders service of the Companyprocess in any jurisdiction.

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this AgreementAgreement and in any event within fifteen (15) Business Days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use its commercially reasonable best efforts to have will notify Parent promptly of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) for additional information and will supply Parent with copies of all correspondence between the conclusion Company or any of any its representatives, on the one hand, and the SEC or staff review of its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to the approval of this Agreement by the Company Requisite Vote there shall occur any event relating that should be set forth in an amendment or supplement to any of the Company Entities occursProxy Statement, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company will promptly prepare and mail to its stockholders such an amendment or supplement. Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC andgive due consideration to all reasonable additions, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursdeletions, or if changes thereto suggested by Parent becomes aware of any information, that causes any information provided by it for use in and its counsel. The Company shall (i) commence mailing the Proxy Statement to have become false or misleading the Company’s shareholders as promptly as practicable after filing with the SEC, and, in any material respectevent, then Parent shall promptly inform either (a) the first business day after the date that is ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (b) within three (3) Business Days of being informed by the SEC staff that it has no further comments on the document, and (ii) take all necessary action, including establishing a record date and completing a broker search pursuant to Section 14a-13 of the Exchange Act, to permit the foregoing. Subject to the terms and conditions of this Agreement, including Section 5.3, the Proxy Statement will include the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") with the SEC under the Exchange Act. Parent shall provide promptly to the Company such information concerning itself as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with Parent copies of all correspondence between the Company or any of its representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (thereto, prior to its being filed with the SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and comment on replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company shall cause all documents that it is responsible for filing with the SEC under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any comments event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and, in consultation with Parent, file with the SEC or its staff on and/or mail to stockholders of the Company, such amendment or supplement. Whenever Parent becomes aware of any event regarding Parent that has occurred which is required to be set forth in an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company of such occurrence and shall provide the Company with the information necessary to enable the Company to comply with its obligations pursuant to this paragraph. (b) The Proxy Statement shall not, at the date the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement (or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it ) is filed. The Company shall cause the Proxy Statement to be first mailed to stockholders of the Company’s stockholders as promptly as practicable after , at the earlier time of the Stockholders' Meeting and at the Effective Time, (i) receiving notification that contain any statement which, at the SEC time and in light of the circumstances under which it was made, is false or its staff is not reviewing the Proxy Statement misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the conclusion statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any SEC or staff review of proxies, if any, for the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to Stockholders' Meeting which shall have become false or misleading misleading. The Proxy Statement shall comply in any all material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement respects as to form with the SEC and, if appropriate, mail such amendment or supplement to the stockholders requirements of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Exchange Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyrules and regulations thereunder.

Proxy Statement. As If the Seller's Stockholder Approval is required by the Rhode Island Division of Public Utilities and Carriers, as soon as reasonably practicable following the date of this Agreement, Seller shall prepare and file with the SEC a proxy statement in preliminary form (together with any amendments or supplements thereto, the “Proxy Statement”) in connection with obtaining the Seller's Stockholder Approval. Each of Seller and Buyer shall use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the Proxy Statement. After consultation with Buyer, Seller shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause a definitive Proxy Statement to be mailed to its stockholders as promptly as practicable following the date of this Agreement, and the Company parties shall prepare and file respond promptly to any comments with the SEC respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the Proxy Statement, and each of the Company and Parent shall, Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to any other statement or schedule will be filed made by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel Seller without providing Buyer a reasonable opportunity to review and comment on the Proxy Statement and portions thereof pertaining to the transactions contemplated by this Agreement. If at any amendments or supplements thereto (and to review and comment on any comments of time after the SEC or its staff on date the Proxy Statement or any amendments or supplements thereto), is mailed to Seller's stockholders and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause Seller Meeting any information relating to Seller, Buyer or any of their respective affiliates, officers or directors, should be discovered by Seller or Buyer 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 comply with all applicable rules and regulations state any material fact necessary to make the statements therein, in light of the SEC and all other applicable Laws and shall directly or indirectly incorporate circumstances under which they were made, not misleading, the fairness option referred to in Section 3.29 therein if requested by Parent. The Company party which discovers such information shall promptly provide Parent notify the other parties and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriateto the extent required by law, mail such amendment rule or supplement regulation, disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySeller.

Proxy Statement. As promptly as practicable following after the date of this AgreementExecution Date, the Company Seller shall prepare and file with the SEC a proxy statement relating to Seller Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and”). Seller, after consultation with each otherPurchaser, file with will use commercially reasonable efforts to respond to any comments made by the SEC all Other Filings that are required with respect to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and to make any amendments further filings in connection therewith Seller in its reasonable discretion deems necessary or supplements thereto (appropriate. Purchaser shall furnish all information as Seller may reasonably request in connection with such actions and to review and comment on any comments the preparation of the Proxy Statement. As promptly as practicable after the clearance of the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to its stockholders. Subject to Section 6.7, the Proxy Statement shall include the Seller Recommendation. Seller will notify Purchaser, promptly after it receives notice thereof, of any request by the SEC or its staff on for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Seller shall supply Purchaser with copies of all written correspondence between Seller or any amendments or supplements thereto)of its Representatives, on the one hand, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its the SEC’s staff or any other governmental officers, on the other hand, with respect to the Proxy Statement or the Transactions; provided, however, that nothing herein shall obligate Seller to disclose any written information submitted to the SEC for which Seller has obtained confidential treatment thereof from the SEC. If at any time prior to the Effective Time, any event or circumstance relating to Purchaser or any Affiliate of Purchaser, or their respective Representatives, should be discovered by Purchaser which should be set forth in an amendment or a supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company Purchaser shall promptly inform Parent thereof and shall promptly file Seller. If at any time prior to the Effective Time, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective Representatives, should be discovered by Seller which should be set forth in an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or a supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursProxy Statement, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent Seller shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement Purchaser. All documents that Seller is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement Transactions will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act and other applicable Laws.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, but in no event later than January 31, 2014, the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and each of including furnishing to the Company any and all information regarding Parent shall, or shall cause and Merger Sub and their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are as may be required to be filed disclosed or incorporated by such party in connection with reference therein under the Transactions contemplated herebyExchange Act or other applicable Law as promptly as reasonably practicable. The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, and shall promptly provide to Parent copies of all written correspondence between the Company and/or its Representatives and the SEC or its staff with respect to the Proxy Statement or the Merger. The Company and Parent (to the extent applicable) shall each use its commercially reasonable best efforts to promptly provide responses to the SEC or its staff with respect to all comments received on the Proxy Statement from the SEC or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofits staff. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations be mailed to the holders of Common Shares promptly after the date the staff of the SEC and all other applicable Laws and shall directly advises the Company that it has no further comments thereon or indirectly incorporate that the fairness option referred Company may commence mailing the Proxy Statement to the holders of Common Shares. Notwithstanding anything to the contrary contained in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel this Agreement, prior to filing the Proxy Statement, or any amendment or supplement thereto, with a copy the SEC, mailing the Proxy Statement, or a description any amendment or supplement thereto, to the holders of Common Shares or responding to any comments received by the Company or its counsel requests from the SEC or its staff with respect to the Proxy Statement or the Merger, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response and shall consider in good faith any comments reasonably proposed by Parent and/or its counsel and, to the extent permissible, shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the staff of the SEC with respect to the Proxy Statement. (b) If, at any time prior to the time the Company Requisite Vote is obtained, any information is discovered by the Company, Parent or Merger Sub which it reasonably believes should be set forth in an amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall provide prompt notice thereof to the Company’s stockholders as promptly as practicable other parties hereto and, if the Board of Directors of the Company determines in good faith (after the earlier of (iconsultation with its outside legal counsel) receiving notification that the SEC an amendment or its staff is not reviewing supplement to the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursdescribing such information is required under applicable Law, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file such an appropriate amendment or supplement shall be filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by applicable Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company.