Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. Promptly after this Agreement is executed, VSI and the Company shall cooperate in preparing a proxy statement (adescribing the Merger) As promptly for filing with the SEC and ultimately for mailing to the Company's shareholders (the "Proxy Statement"). The Company shall not file the Proxy Statement preliminarily or in final form unless and until VSI consents to such filings. VSI shall not unreasonably withhold or delay any such consent. The Proxy Statement shall contain such notifications regarding dissenters' rights as practicable after are required by the date of this Agreement, the Parties shall prepareBCA. The Company represents and warrants to, and Parent shall cause to be filed with the SECcovenants with, the Proxy Statement. Parent covenants and agrees VSI that the Proxy Statement will notcomply in all material respects with the 1934 Act and the rules and regulations promulgated thereunder, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will not contain any untrue statement statements of a material fact or and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such representation, warranty and covenant shall not apply with respect to any information regarding VSI. The Company will promptly advise VSI in writing if at any time prior to the Effective Time of the Merger it shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Proxy Statement in order to make the statements made thereincontained or incorporated by reference therein not misleading or to comply with applicable law. At VSI's request, in light the mailing of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements shall be delayed until VSI or the Company Interim Financial Statementsshall have received, from such accountants as VSI shall specify, letters of the case may be) will not contain any untrue statement type contemplated by Statement on Auditing Standards No. 72 and based upon procedures carried out to such date as VSI shall reasonably specify. After VSI consents to the mailing of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersall necessary SEC filing requirements have been satisfied, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause mail the Proxy Statement to comply its shareholders in accordance with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties and shall reasonably cooperate with each other and provide, and require their respective Representatives use its best efforts to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included solicit proxies in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result favor of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Merger.

Proxy Statement. The definitive proxy statement of the Company (a) As promptly as practicable after the date of this Agreementamended or supplemented, the Parties shall prepare, and Parent shall cause “Proxy Statement”) to be filed with the SECSEC in connection with the Merger Transactions and any amendments or supplements thereto will, when filed, comply in all material respects with the applicable requirements of the Securities Act and Exchange Act. At the time of the filing of the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersshareholders of the Company, at the time such shareholders vote on the adoption of this Agreement and approval of the Merger, and at the Merger 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 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 Company covenants and agrees that If, at any time prior to the information provided by Merger Effective Time, any event or on behalf circumstance relating to any of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company Acquired Companies or any of its Representatives for inclusion thereinthe Minority JV Entities, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by their respective officers or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Actdirectors, should be disclosed discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform Parent. All documents that any of the other Parties thereof and shall cooperate with such other Parties in Acquired Companies is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Merger Transactions will comply as to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth in all material respects with the anticipated Exchange Ratio as applicable requirements of the Anticipated Closing Date, which Securities Act and the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Exchange Act.

Proxy Statement. (a) As promptly The Company will prepare and file with the SEC as soon as practicable after the date of this AgreementAgreement a Proxy Statement. Parent, Lima and the Parties Company will (i) consult with each other’s counsel, (ii) cooperate with each other in good faith (including the Company providing Lima and Parent and their respective counsel for comment drafts of the Proxy Statement (which drafts shall preparebe promptly reviewed by them) and including any additions or changes reasonably requested by them), and Parent shall cause (iii) provide all information about itself and its affiliates which is required to be included in the Proxy Statement in a timely manner so the Proxy Statement can be filed with the SECSEC as soon as reasonably practicable. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules under the Exchange Act. The Company will use commercially reasonable efforts, and Parent and Lima will cooperate with the Company, to cause the Proxy Statement to be cleared for mailing by the staff of the SEC as promptly as practicable after it is filed (including, without limitation, responding to any comments received from the SEC with respect to the Proxy Statement. Parent covenants ) and agrees that to keep the Proxy Statement accurate as long as is necessary to consummate the Merger. The Company will, as promptly as practicable, provide to Parent copies of any written comments received from the SEC with regard to the Proxy Statement and will notadvise Parent of any comments with respect to the Proxy Statement which are received orally from the staff of the SEC. (b) Parent, Lima and Acquisition each represents and warrants to the Company, and the Company represents and warrants to Parent, that none of the information supplied by it for inclusion, or included in a document filed by it which is incorporated by reference, in the Proxy Statement and any amendments or supplements to it, will, at the time the Proxy Statement or any amendment or supplement thereto it is filed with the SEC or is first mailed to Parent’s stockholdersUnitholders and at the time of the Company Meeting, contain any an untrue statement of a material fact or omit to state any a 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 Company covenants and agrees that the information provided by or on behalf of If at any time before the Company Meeting an event occurs with respect to the Company or any of its subsidiaries, or with respect to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statementsany of its members, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact , which is required to be stated therein or necessary described in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement Statement will be filed with the SEC as promptly as practicable and, if appropriateto the extent required by law, in mailing such will be distributed to the Unitholders. The Company will not make any amendment or supplement to the Proxy Statement without the approval of Parent’s stockholders. No filing of, or which approval will not be unreasonably withheld (and will under no circumstances be withheld to the extent the amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts is required to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) law or relates to a withdrawal, modification or amendment to the General Partners’ recommendation as contemplated by Section 5.5). The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries Company will advise Parent promptly after it receives notice that is required by Law to be included in the Proxy Statement has been cleared for mailing or reasonably requested that any supplement or amendment to it has been filed, that any order suspending or preventing the use of the Proxy Statement has been issued, of any request by the other Party to be included in staff of the SEC for an amendment of the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result , or of the mutual agreement receipt of comments or requests for additional information from the staff of the parties SEC or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause response to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay any such comments or cause the postponement of such meeting under any applicable Law)requests for additional information.

Proxy Statement. (a) As Company will promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall prepare or cause to be filed prepared and file with the SEC the Proxy Statement in preliminary form, and further agrees to provide any information requested by Parent for the preparation of any applications necessary to consummate the transactions contemplated hereby. Company shall afford Parent a reasonable opportunity to review all such applications and all amendments and supplements thereto before the filing thereof. Parent and Company will cooperate and consult with each other in the preparation of the Proxy Statement, and Company shall provide Parent with copies of all correspondence between Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Parent covenants Company and agrees that Company Sub covenant and agree that, with respect to the information relating to Company, Company Sub and the Spun-Off Entities, as applicable, the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed comply in all material respects with the SEC or is first mailed to Parent’s stockholdersprovisions of applicable law, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect shall use its commercially reasonable efforts to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than resolve all SEC comments with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules as promptly as practicable after receipt thereof and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to ParentCompany’s stockholders as promptly soon as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement is cleared by the SEC. Company will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use its commercially reasonable efforts to cause assist Parent in obtaining all approvals or consents of Governmental Entities necessary to effect the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent Merger and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)transactions contemplated herein.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementClosing Date, Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Matters (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. . (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity (A) become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)stockholders.

Proxy Statement. (a) As promptly soon as reasonably practicable after following the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file the Proxy Statement with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders the Stockholders as promptly as practicable after clearance by the resolution of SEC staff comments and the filing of the Definitive Proxy StatementSEC. Each Party Parent shall promptly furnish to the other Party Company all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that as may be required or reasonably requested by the Company in connection with any action contemplated by this Section 5.1. If Parentthe preparation, Merger Sub or the Company become aware filing and distribution of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in each casean amendment or supplement to the Proxy Statement, without so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the prior written consent statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent parties shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and provide, and require their respective Representatives of any request by the SEC or the staff of the SEC for amendments or supplements to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other Party hand, with respect to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties Statement or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Merger.

Proxy Statement. (a) As Company will promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall prepare or cause to be filed with the SEC, prepared the Proxy Statement, and further agrees to provide any information reasonably requested by Parent for the preparation of any applications necessary to consummate the transactions contemplated hereby. Company shall afford Parent a reasonable opportunity to review all such applications and all amendments and supplements thereto before the filing thereof. Company covenants and agrees that that, with respect to the information relating to Company, the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed comply in all material respects with the SEC or is first mailed to Parent’s stockholdersprovisions of applicable law, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The Company covenants misleading and agrees that the information provided by or on behalf of the Company to Parent for inclusion will correct any statement in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty earlier communication with respect to statements made in the Proxy Statement (and solicitation of proxies for the letter Company’s Shareholders’ Meeting which has become false or misleading. If at any time prior to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company Shareholders’ Meeting any fact or on behalf of the event relating to Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect Affiliates which should be set forth in a supplement to statements made in the Proxy Statement (should be discovered by Company or should occur, Company shall, promptly after becoming aware thereof, inform Parent of such fact or event. Company will use its commercially reasonable efforts to assist Parent in obtaining all approvals or consents of Governmental Entities necessary to effect the Merger and the letter transactions contemplated herein. Notwithstanding anything to stockholdersthe contrary stated above, notice prior to filing or mailing the Proxy Statement or any other filing with the SEC required in connection with the transactions contemplated hereby (or, in each case, any amendment to supplement thereto) or responding to any comments of meeting and form of proxy included therewith), if any, other than the SEC with respect to thereto, the information provided by party responsible for filing or on behalf of mailing such document shall provide the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the Proxy Statementother party; provided, including all amendments and supplements theretohowever, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the party responsible for filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which document shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause liable for the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be comments included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result request of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior such other party to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement extent such comments consist of information provided by such meeting under any applicable Law)other party.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementClosing Date, Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Matters (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. . (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)stockholders.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties Company shall prepare, prepare the Proxy Statement and Parent the Company shall cause to be filed file the Proxy Statement with the SEC. The Proxy Statement shall include the notice to shareholders required by Chapter 13 of California Law that dissenters’ rights will be available. 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 shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. (b) 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. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to shall provide Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of with a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the preliminary Proxy Statement, including all Statement and any amendments and or supplements thereto, thereto prior to the filing thereof such with the SEC, and on the response to any comments will provide Parent with a copy of the SEC on the Proxy Statement, prior to the filing or submission thereof all such filings made with or to the SEC. Parent . (c) The Company shall use commercially its reasonable best efforts to cause have the Proxy Statement to comply with the applicable rules and regulations promulgated cleared by the SEC and to respond as promptly to any comments of the SEC or its staffas practicable after such filing. Parent shall use commercially reasonable efforts to The Company will cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as its shareholders at the earliest practicable time after the resolution of SEC staff comments and definitive Proxy Statement is filed with the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of SEC. (d) Whenever any event or information that, pursuant occurs which is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall Company will promptly inform the other Parties thereof Parent of such occurrence and shall cooperate with such other Parties in filing such cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, if appropriate, in mailing such amendment or supplement and/or mailed to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date hereof, but in no event more than 14 days after the date of this Agreement, the Parties shall prepareCompany shall, at its sole expense, prepare and Parent shall cause to be filed file with the SEC, subject to the reasonable review and comment of the Series A Holders and their counsel, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the information required, subject to the reasonable review and comment of the Series A Holders and their counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and thereafter, within five (5) Business Days of receiving SEC clearance, to mail the proxy statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and the proxy statement and all related proxy materials subsequently mailed to the stockholders of the Company (as amended and supplemented from time to time) are herein referred to as the “Proxy Statement”. Subject to Section 6(b)(iii), the Proxy Statement shall contain the Recommendation (as defined below). The Series A Holders shall as promptly as practicable provide the Company with all reasonable information concerning them which is reasonably necessary to be included in the Proxy Statement. Parent covenants The Company and agrees the Series A Holders shall as promptly as practicable correct any information provided by them for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect such that the information provided by the Company and the Series A Holders for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto is filed with and at the SEC or is first mailed to Parent’s stockholderstime of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading in any material respect. The Company covenants and agrees that the information provided by or on behalf of the Company shall take all steps necessary to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof file with the SEC, and on the response to SEC any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, Statement as to correct the case may be, shall promptly inform the other Parties thereof same and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement as corrected to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with be disseminated to the Company’s stockholders, in each other and provide, and require their respective Representatives case to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is extent required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statementapplicable law. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As The Company will, as promptly as practicable after practicable, prepare and file with the date SEC a proxy statement and form of this Agreementproxy in connection with the vote of the Company's shareholders with respect to the Scheme, the Parties shall prepareCapital Reduction Resolution, and Parent shall such other resolutions, if any, as may be brought before the shareholders at the Court Meetings and the Extraordinary Meeting (such proxy statement together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Company's shareholders, is called the "PROXY STATEMENT"). The Company will use all commercially reasonable efforts to cause the Proxy Statement to be filed mailed to shareholders of the Company at the earliest practicable date following the giving by the High Court of directions in that respect, shall request the Depositary in writing to notify holders of the ADRs of the Court Meetings and the Extraordinary Meeting and to mail the Proxy Statement to the holders of the ADRs, and shall use all commercially reasonable efforts to hold the Court Meetings and the Extraordinary Meeting as soon as practicable following those directions. The Proxy Statement will, when prepared pursuant to this Section 6.2 and mailed to the Company's shareholders, comply in all material respects with the SEC, applicable requirements of the Exchange Act. The Proxy Statement shall not include any untrue statement (other than written statements supplied by Buyer in writing specifically for inclusion in the Proxy Statement, as to which the Company shall not be responsible) of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. Parent covenants and agrees that The written statements supplied by Buyer specifically for inclusion in the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain shall not include 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on In the Proxy Statement, to the extent that such recommendations are consistent with the fiduciary obligations of the Board of Directors of the Company and to the extent permitted by applicable laws, including all amendments the Companies Acts 1963-1990 of Ireland, the Company's Board of Directors shall state that it recommends that the Company's shareholders approve the Scheme and supplements thereto, the Capital Reduction Resolution. The Proxy Statement shall be reviewed and approved by Buyer and Buyer's counsel prior to the filing thereof with the SEC, and on the response to any comments mailing of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the such Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement Company's shareholders, such approval not to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. Subject to Section 7.1(a)(v)(C), as soon as reasonably practicable (aand in any event within ten (10) As promptly as practicable business days) after the date execution of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a proxy statement that complies in form with applicable SEC requirements, for use in connection with the solicitation of proxies from the Company Stockholders in favor of the adoption of this Agreement and the approval of the Merger at the Company Stockholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement”). If, at any time prior to the Effective Time, any event or information should be discovered by the Company or Parent that should be set forth in a supplement to the Proxy Statement, the Company or Parent, as applicable, shall promptly inform the other respective party. The Company shall give Parent a reasonable prior opportunity to comment on any filing, amendment or supplement to the Proxy Statement. The Company shall promptly advise Parent covenants and agrees that of any oral or written requests for amendment of the Proxy Statement will notor information with respect thereto or comments thereon by the SEC, and shall consult with Parent prior to making any written responses thereto. The Company shall respond promptly and in good faith to all comments from the SEC and shall otherwise use its commercially reasonable efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable. Subject to Section 4.3, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger. The Company shall cause the Proxy Statement, at the time the Proxy Statement or any amendment or supplement thereto that it is filed with the SEC or is first mailed to Parent’s stockholdersthe stockholders of the Company and at the time of the Company Stockholders Meeting, to comply with applicable SEC requirements and to 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 are made, not misleading. The Company covenants and agrees , except that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty covenant with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided supplied by or on behalf of the Company or any of its Representatives Parent for inclusion or incorporation by reference therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the date consummation of this Agreementthe Offer, the Parties Company shall, subject to the prior review and approval of Parent and Purchaser (which approval shall prepare, not be unreasonably withheld) prepare and Parent file with the SEC the Proxy Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall cause obtain and furnish the information required to be filed with the SEC, included in the Proxy Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent covenants and agrees which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 are made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother party, and the Company makes no covenant, representation an appropriate amendment or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the supplement describing such information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly If required by applicable law, the Company shall prepare as practicable after soon as practicable, following the date of this Agreement, the Parties and shall prepare, and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. Parent covenants and agrees that The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) The Proxy Statement will be mailed to the shareholders of the Company as promptly as practicable after the effectiveness of this Agreement. The Company shall include in the Proxy Statement the recommendation of the Company Board that its shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board determines in good faith, upon advice of outside legal counsel, that the failure to withdraw, modify or change such recommendation is reasonably likely to be inconsistent with the Company Board's fiduciary duties under applicable law. (i) The information supplied by the Company for inclusion in the Proxy Statement shall not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe shareholders of the Company, contain any include an untrue statement of a material fact or omit to state any a 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. . (ii) The Company covenants and agrees that information supplied in writing by the information provided by Acquiror or on behalf of the Company to Parent Merger Sub for inclusion in the Proxy Statement (including shall not, at the Company Audited Financial Statements or time that the Company Interim Financial StatementsProxy Statement is mailed to the shareholders of the Company, as the case may be) will not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement . (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an d) No amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent approval of each of the CompanyCompany and Acquiror, which shall approval will not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As If the approval of this Agreement by the Company’s Shareholders is required by applicable Legal Requirements in order to consummate the Merger, the Company shall, as promptly as practicable after following the date later of this Agreementthe Acceptance Time and the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Parties shall prepare, prepare and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed file with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to shall: (i) cause the Proxy Statement to comply in all material respects with the applicable rules requirements of the Exchange Act and regulations promulgated by the SEC and to with all other applicable Legal Requirements, (ii) respond promptly to any comments of received from the SEC or its staff. Parent shall use commercially reasonable efforts to , and (iii) cause the Proxy Statement to be mailed to Parentthe Company’s stockholders shareholders as promptly as practicable after practicable. The Company shall give Parent a reasonable opportunity to comment on the resolution of Proxy Statement, any correspondence with the SEC or its staff (including any staff comments and on the filing of the Definitive Proxy Statement. Each Party shall promptly furnish ) or any proposed material to be included in or with the Proxy Statement prior to transmission to the other Party all information concerning such Party SEC or its staff and such Party’s Affiliates and such Party’s stockholders that shall not, except as may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to under the Exchange Act, transmit any such document or material to which Parent reasonably objects. The Company shall respond promptly to any comments received from the SEC or its staff with respect to the Proxy Statement, and shall correct promptly any information in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. If the solicitation of the Company’s shareholders is required, the Company shall use commercially reasonable efforts to solicit, from the holders of Company Common Stock, proxies in favor of this Agreement and the Merger. If at any time prior to the Shareholders Meeting there shall occur any event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform prepare such an amendment or supplement and, after obtaining the other Parties thereof and shall cooperate with such other Parties in filing consent of Parent to such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written (which consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior promptly transmit such amendment or supplement to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Company’s shareholders.

Proxy Statement. Chyron shall prepare and, prior to the end of the day on April 1, 2013, file with the SEC, a proxy statement for the solicitation of the approval of its stockholders describing this Agreement, the Stock Sale and the transactions contemplated hereby and thereby (a) As the "Chyron Proxy Statement"). The Chyron Proxy Statement shall contain the recommendation of the board of directors of Chyron that its stockholders approve the Stock Sale and this Agreement and the conclusion of the Board of Directors of Chyron that the terms and conditions of the Stock Sale are fair to and in the best interests of its stockholders. Chyron shall ensure that the Chyron Proxy Statement conforms in all respects with all applicable laws. Chyron shall send the Chyron Proxy Statement to certain of its stockholders as promptly as practicable after possible following the date of this Agreement, Agreement and the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Chyron Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, shall not (i) contain any untrue statement of a that is false or misleading with respect to any material fact or fact, (ii) 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 are made, not false or misleading. The Company covenants and agrees that the information provided by , or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beiii) will not contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication that has become false or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent Chyron makes no covenantrepresentation, representation warranty or warranty covenant with respect to statements made any information supplied by Hego that is contained in any of the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on foregoing documents. The information provided by or on behalf of Hego to Chyron specifically for inclusion in the Company or any of its Representatives Chyron Proxy Statement, including without limitation the Hego Financial Statements and related disclosure provided for inclusion therein, and the Company makes no covenant, representation shall not (i) contain any statement that is false or warranty misleading with respect to any material fact, (ii) omit to state any material fact necessary in order to make the statements made therein, in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf light of the Company circumstances under which they are made, not false or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing ofmisleading, or amendment (iii) omit to state any material fact necessary to correct any statement in any earlier communication that has become false or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsmisleading. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release Current Report on Form 8-K setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K filed with the SEC) SEC as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Meeting.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties The Company shall prepare, prepare and Parent shall cause to be filed ---------------- file with the SEC, as soon as reasonably practicable, the proxy statement to be distributed to the Company's stockholders in connection with the Special Meeting referred to in Section 5.03 (the "Proxy Statement"), and the Company shall use all reasonable efforts to have such Proxy Statement cleared by the SEC. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied or required to be supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. . (b) Parent covenants and agrees that shall cooperate with the Company in preparing the Proxy Statement will notand making any filings required to be made pursuant to this Section 5.02, at and the time Company shall consult with Parent in that regard and keep Parent fully informed of its progress with respect thereto and provide to Parent copies of the Proxy Statement or any amendment or supplement thereto is filed and all such filings for review and approval prior to the finalization thereof. (c) Parent and the Company shall furnish to each other, and each other's counsel, all such information as may be required and requested in connection with the SEC or is first mailed preparation of the Proxy Statement and the filing of the Proxy Statement with the SEC, and each represents and warrants to Parent’s stockholders, the other that no written information furnished as provided for in this Section 5.02(c) which has been prepared by the responsible party will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading. (d) Parent and the Company shall each promptly notify the other if at any time before the Effective Date it becomes aware that the Proxy Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The In such event, the Company covenants shall prepare a supplement or amendment to the Proxy Statement which corrects such misstatements or omissions and agrees that shall cause the information provided by or on behalf same to be filed with the SEC and distributed to the stockholders of the Company to Parent for inclusion in accordance with the Proxy Statement Exchange Act. (including e) Upon the acceptance of any shares of Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement Common Stock and Preference Stock (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided ) by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Acquisition Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to Offer (the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent "Consummation of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting FirmOffer"), Parent shall cause Acquisition Sub to vote all its shares of Company Common Stock and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as Preference Stock in favor of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Merger.

Proxy Statement. (a) As promptly as practicable after following the date of this Agreement, (i) the Company shall prepare and, subject to the receipt from the Parent Parties shall prepareand Merger Sub of the information and assistance described in clause (ii), and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. , which shall, unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 7.2, include the Company Board Recommendation and (ii) the Parent covenants Parties and agrees Merger Sub shall furnish all information concerning themselves and their Affiliates that is required by applicable Law to be included in the Proxy Statement, and shall provide such other assistance and information in the preparation of the Proxy Statement will notas may be reasonably requested by the Company from time to time. (b) Each of the Company, the Parent Parties and Merger Sub shall ensure that the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement (i) will, on the date the Proxy Statement is first mailed to stockholders of the Company, and at the time of the Proxy Statement Company Meeting or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders(as applicable), 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 are made, not misleadingmisleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Notwithstanding the foregoing, (A) the Company covenants assumes no responsibility with respect to information supplied in writing by or on behalf of the Parent Parties or Merger Sub or their Affiliates for inclusion or incorporation by reference in the Proxy Statement and agrees that (B) the Parent Parties, Merger Sub and their respective Affiliates assume no responsibility with respect to information provided supplied in writing by or on behalf of the Company to Parent or its Affiliates for inclusion or incorporation by reference in the Proxy Statement (including Statement. If, at any time prior to the Company Audited Financial Statements Meeting, any information relating to the Company, the Parent Parties or any of their respective Affiliates, officers or directors is discovered by the Company or the Company Interim Financial StatementsParent Parties which should be set forth in an amendment or supplement to the Proxy Statement, as so that the case may be) will Proxy Statement shall not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother Parties thereof, and the Company makes no covenantshall prepare with the assistance of, representation and after consultation with, Parent as provided in this Section 5.2) an appropriate amendment or warranty supplement describing such information, file such amendment or supplement with respect to statements made in the Proxy Statement (and the letter to stockholdersSEC and, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided extent required by applicable Law, disseminate such amendment or on behalf supplement to the stockholders of the Company or any of its Representatives for inclusion thereinCompany. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially its reasonable best efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC. (c) The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall promptly 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 or the transactions contemplated hereby. The Company shall use its reasonable best efforts to respond to and resolve (with the assistance of, and after consultation with, Parent as provided by this Section 5.2(c)) as promptly as practicable any comments of the SEC with respect to the Proxy Statement. (d) Notwithstanding anything to the contrary stated above, and except in connection with a Company Adverse Recommendation Change made in accordance with this Agreement, prior to filing or mailing the Proxy Statement (including any amendment or supplement thereto) or responding to any comments of the SEC or its staffstaff with respect thereto, the Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on such documents or responses and consider such comments in good faith, and the Company agrees that all information relating to the Parent Parties and their respective Affiliates included in the Proxy Statement shall be in form and content reasonably satisfactory to Parent. Parent The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders holders of Company Common Stock as of the record date established for the Company Meeting as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with date on which the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries confirms that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in it has no further comments on the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date hereof, but in any event within 14 days after the date of this Agreement, the Parties shall prepareCompany shall, at its sole expense, prepare and Parent shall cause to be filed file with the SEC, subject to the reasonable review and comment of the Investors and their counsel, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the information required, subject to the reasonable review and comment of the Investors and their counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and thereafter, within five business days of receiving SEC clearance, to mail the proxy statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and the proxy statement and all related proxy materials subsequently mailed to the stockholders of the Company (as amended and supplemented from time to time) are herein referred to as the “Proxy Statement.” Except to the extent otherwise determined by the Board of Directors in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy StatementStatement shall contain the Recommendation. Parent covenants The Investors shall as promptly as practicable provide the Company with all reasonable information concerning them which is reasonably necessary to be included in the Proxy Statement and agrees shall as promptly as practicable correct any information provided by them for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect such that the information provided by the Investors for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto is filed with and at the SEC or is first mailed to Parent’s stockholderstime of the Stockholders Meeting (as defined below), contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading in any material respect. The Company covenants and agrees that the information provided by or on behalf of the Company shall take all steps necessary to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof file with the SEC, and on the response to SEC any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, Statement as to correct the case may be, shall promptly inform the other Parties thereof same and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement as corrected to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with be disseminated to the Company’s stockholders, in each other and provide, and require their respective Representatives case to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is extent required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statementapplicable law. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement, SESI shall prepare and file with the Parties shall prepareCommission under the Exchange Act, and Parent shall use its reasonable efforts to have cleared by the Commission, a proxy statement with respect to the SESI Annual Meeting (the "Proxy Statement"). SESI shall cause the Proxy Statement (except with respect to information concerning Cardinal and Cardinal Services furnished in writing by or on behalf of Cardinal specifically for use therein, for which information Cardinal shall be responsible) to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations adopted thereunder, and the Proxy Statement (except with respect to the information concerning Cardinal furnished in writing by or on behalf of Cardinal specifically for use therein, for which information Cardinal shall be responsible) to not contain any untrue statement of a material fact or omit to state a material fact required to be filed stated therein necessary to make the statements therein not misleading. SESI will advise Cardinal promptly in writing if prior to the Closing Date it shall obtain Knowledge of any facts that would make it necessary to amend or supplement the Proxy Statement in order to make the statements therein not misleading or to comply with the SEC, Applicable Law. (b) In connection with the Proxy Statement. Parent covenants , Cardinal shall cooperate in good faith and agrees that take all actions reasonably necessary or appropriate, including providing necessary information with respect to Cardinal, to assist SESI in preparing the Proxy Statement. (c) None of the information to be supplied by Cardinal for inclusion in the Proxy Statement will notwill, (i) at the time the Proxy Statement is filed, (ii) at the time the Proxy Statement, or any amendment or supplement thereto is filed with the SEC or thereto, is first mailed to Parent’s stockholdersthe stockholders of SESI, or (iii) at the time such stockholders vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated made therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly soon as reasonably as practicable after the date execution of this Agreement, the Parties shall prepareCompany, and Parent shall cause to be filed in cooperation with the SECBuyer, shall prepare and file with the SEC the Proxy Statement. Parent covenants and agrees that Subject to Section 6.1(b), the Proxy Statement will notCompany, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of acting through the Company to Parent for inclusion Board, shall include in the Proxy Statement (including or any supplement thereto filed pursuant to this Section 6.2) the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beunanimous (of those directors that were present) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf recommendation of the Company or any of its Representatives for inclusion therein, and Board that the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf shareholders of the Company or any vote in favor of its Representatives for inclusion thereinthe Merger and the adoption of this Agreement (the “Company Recommendation”). The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent staff and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as its shareholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff comments 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 Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party Provided that there shall promptly furnish have been no Change in the Company Recommendation pursuant to Section 6.1(b), the Company shall use commercially reasonable efforts to obtain the Required Company Shareholder Vote. The Company shall use commercially reasonable efforts to cause all documents that the Company 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. The Buyer shall use commercially reasonable efforts to provide, or to cause to be provided, to the other Party Company for inclusion in the Proxy Statement and any amendments or supplements thereto all information concerning such Party regarding the Buyer and such Party’s its Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1applicable law and the rules and regulations promulgated thereunder to be so included. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs which is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Partythe Buyer or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which such amendment or supplement. Notwithstanding the foregoing, the Company shall not be unreasonably withheld, conditioned file with the SEC or delayed. The Company and Parent shall each use commercially reasonable efforts mail to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in shareholders the Proxy Statement, any amendment thereto, any other soliciting material or any such other documents without providing the Buyer a reasonable opportunity to review and comment on such documents. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after following the date of this Agreement, the Parties shall prepareCompany will, with the assistance and Parent shall cause approval of Acquiror, such approval not to be filed unreasonably withheld, prepare and mail the proxy statement to be sent to the shareholders of the Company in connection with the SECShareholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). Acquiror and the Company will cooperate with each other in the preparation of the Proxy Statement. Parent covenants Without limiting the generality of the foregoing, (i) the Company will provide Acquiror with a reasonable opportunity to review and agrees that comment on the Proxy Statement and (ii) Acquiror will notfurnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. Acquiror shall provide the Company with such assistance as it may reasonably request in connection with the solicitation of proxies for the Shareholders Meeting, provided, however, that (A) Acquiror shall not engage any third party in connection with the proxy solicitation process that is objected to by the Company in its sole discretion and (B) such third party engaged by Acquiror in connection with the proxy solicitation process may be dismissed by the Company in its sole discretion at any time. (b) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or date it is first mailed to Parent’s stockholdersthe 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 made therein, in the light of the circumstances under which they were are made, not misleading. The Company covenants and Acquiror agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent Acquiror for inclusion or incorporation by reference in the Proxy Statement (including will, at the date it is first mailed to the shareholders of the Company Audited Financial Statements or and at the Company Interim Financial Statementstime of the Shareholders Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding For purposes of the foregoing, Parent makes no covenantit is understood and agreed that information concerning or related to the Company, representation any Company Subsidiary or warranty with respect any Nonprofit Organization will be deemed to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided have been supplied by or on behalf of the Company and information concerning or related to Acquiror will be deemed to have been supplied by Acquiror. If at any time after the date of its Representatives for inclusion therein, this Agreement and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments date of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of Shareholders Meeting any event or information that, pursuant circumstances relating to the Exchange ActCompany, any Company Subsidiary or any Nonprofit Organization, or their respective officers or directors, should be disclosed discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, then such Party, as the case may be, shall Company will promptly inform the other Parties thereof and shall cooperate Acquiror and, after consultation with such other Parties in filing Acquiror, file such amendment or supplement with the SEC SEC. If at any time after the date of this Agreement and prior to the date of the Shareholders Meeting any event or circumstances relating to Acquiror, its officers or directors, should be discovered by Acquiror that should be set forth in an amendment or a supplement to the Proxy Statement, Acquiror will promptly inform the Company and, if appropriateafter consultation with Acquiror, in mailing the Company will file such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, with the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy StatementSEC. (c) Following The Company will use its reasonable best efforts, after consultation with Acquiror, to resolve all SEC comments with respect to the final determination Proxy Statement as promptly as practicable after receipt thereof. Each of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent Acquiror and the Company shall mutually agree on agrees to correct any information provided by it for use in the form and substance of a press release setting forth the anticipated Exchange Ratio Proxy Statement which will have become false or misleading. The Company will as soon as reasonably practicable notify Acquiror of the Anticipated Closing Date, which receipt of any comments from or other correspondence with the Parties shall cause SEC staff with respect to be publicly disclosed the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement promptly deliver a copy of such meeting under any applicable Lawcomments, correspondence or request to Acquiror).

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to shareholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to Parent’s stockholders, shareholders 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersshareholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its their Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent covenants and agrees that the Proxy Statement will also comply in all respects with the requirements of Israeli law. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after shareholders in accordance with the resolution of SEC staff comments applicable rules and regulations promulgated by the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1‎5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after Upon the date execution of this Agreement, Seller will promptly prepare and file with the Parties shall prepareSEC a preliminary proxy statement intended, after satisfaction of all comments of the SEC staff, to be sent to shareholders of Seller soliciting their adoption and approval of this Agreement and the transactions contemplated hereby (the “Proxy Statement”). Seller will use its reasonable commercial efforts to submit the preliminary proxy materials to the SEC within ten (10) Business Days after the Execution Date. Buyer will have reasonable opportunity not to exceed two (2) Business Days to review and comment upon Seller’s proxy solicitation materials, and Parent Seller shall cause use commercially reasonable efforts to be filed accept Buyer’s comments to the extent consistent with relevant rules and regulations of the SEC. Seller will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any requests 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 Seller and the SEC or its staff with respect to the Proxy Statement. Parent covenants Seller shall use its commercially reasonable efforts to respond to and agrees that satisfy any comments of the SEC and to file a definitive Proxy Statement will not, with the SEC and mail such definitive Proxy Statement to Seller’s shareholders at the earliest practicable time consistent with Seller’s compliance with Rule 14a-13 of the SEC and other applicable law and Buyer satisfying its obligations under Section 5.16 and any actions of Seller permitted under Section 5.7. Seller will use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Other than information provided by Buyer, which shall remain subject to the representation and warranty contained in Section 4.6, the information included in the Proxy Statement or any amendment or supplement thereto is filed other definitive proxy materials at the time of filing thereof with the SEC or is first mailed to Parent’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees Seller will use its reasonable commercial efforts (giving due consideration to the fact that the information provided by or on behalf time is of the Company essence under the circumstances and the time reasonably required to Parent for inclusion solicit proxies, comply with Rule 14a-13 of the SEC and other applicable law and any re-circulation or other actions Seller believes reasonably necessary under the rules and regulations of the SEC and applicable law), to take all action necessary in accordance with the Certificate of Incorporation and Bylaws of Seller to convene a meeting of Seller’s shareholders to consider adoption and approval of the transactions contemplated by this Agreement as soon as reasonably possible and before the Closing Date Deadline. Seller shall, as of the Execution Date, have in its possession and shall have disclosed to Buyer a fairness opinion by an investment banker engaged by Seller with respect to the transaction contemplated hereby and such opinion shall be and remain incorporated into the Proxy Statement (including unless and until such time as said investment banker notifies Seller that it is withdrawing such opinion. On the Company Audited Financial Statements Execution Date Seller’s Board of Directors shall take action to recommend that the transaction contemplated hereby be approved by Seller’s shareholders and such recommendation shall be and remain incorporated into the Proxy Statement unless and until such time as Seller’s Board of Directors withdraws said recommendation based, after consultation with counsel, upon a reasonable belief that such action is required by its fiduciary duty under applicable law. Seller shall promptly notify Buyer of an omission of a material fact or the Company Interim Financial Statements, as the case may be) will not contain any an untrue statement of a material fact which is contained, should have been contained or omit to state any material fact required to should be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made contained in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect except to the extent of information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing ofprovided, or amendment or supplement towhich should have been provided, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsBuyer. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. As promptly as practicable following the date of this Agreement (aany in any event within thirty (30) As days), the Company shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company may not file the Proxy Statement or any Other Filing with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company will give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel. Each of the Company and Parent shall prepare and file with the SEC all Other Filings, if any, that are required pursuant to applicable Law to be filed by such party in connection with the Merger, and the Company shall cause the Proxy Statement (and all other proxy materials) to be mailed to the Shareholders as promptly as practicable after the date earlier of this Agreement(x) receiving notification that the SEC or its staff is not reviewing the Proxy Statement, (y) the Parties shall prepareexpiration of the 10-day period after filing of the preliminary Proxy Statement, and Parent shall cause in the event the SEC has failed to affirmatively notify the Company within such period that it will or will not be filed with reviewing the SECProxy Statement, or (z) the conclusion of any SEC or staff review of the Proxy Statement. Parent covenants and agrees that If necessary to comply with applicable Law, after the Proxy Statement will notshall have been mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. On the date of filing, the date of mailing to the Shareholders (if applicable) and at the time of the Company Shareholder Meeting, neither the Proxy Statement or nor any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, Other Filing will 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 are made, not false or misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given Affiliates, on the one hand, and Parent, MergerSub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement or any Other Filing without first providing the other party a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SECsuch written communication, and each party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other parties or their respective counsel. The Company, on the response to any comments of the SEC one hand, and Parent and MergerSub, on the Proxy Statementother hand, prior to will advise the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated other, promptly after it receives notice thereof, of any receipt of a request by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with for (i) any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement revisions to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested any Other Filing; (ii) any receipt of comments from the SEC or its staff on the Proxy Statement or any Other Filing; or (iii) any receipt of a request by the other Party to be included SEC or its staff for additional information in the Proxy Statementconnection therewith. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepareThe Company shall, and Parent Seller shall cause the Company to, provide to Buyer all information in its possession, including certificates or other statements, concerning the Company as may be filed reasonably requested by Buyer in connection with the SEC, Proxy Statement and shall otherwise reasonably assist and cooperate with Buyer in the preparation of the Proxy Statement. Parent covenants ; provided, that Buyer shall (x) provide the Company with a reasonable opportunity to review and agrees that comment on any drafts of the Proxy Statement will notand related correspondence and filings and (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by the Company. (b) The Proxy Statement shall comply as to form and substance in all material respects with the applicable provisions of the Securities Act and the Exchange Act and other applicable Laws. (c) Buyer agrees that none of the information to be included or incorporated by reference in the Proxy Statement, and any pro forma financial statements included therein, will, at the date it is first mailed to the stockholders of Buyer or at the time of the Proxy Statement Buyer Stockholders Meeting or at the time of any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthereto, 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 are made, not misleading. The Company covenants and agrees ; provided, however, that no representation or warranty is made by Buyer with respect to statements made or incorporated by reference therein to the extent based on information provided supplied by or on behalf of the Company to Parent or any Affiliate of the Company in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. Seller and the Company hereby jointly and severally covenant and agree that none of the information to be supplied by or on behalf of the Company or any Affiliate thereof for inclusion or incorporation by reference in the Proxy Statement (including Statement, shall, at the Company Audited Financial Statements date it is first mailed to the stockholders of Buyer or at the Company Interim Financial Statementstime of the Buyer Stockholders Meeting or at the time of any amendment or supplement thereof, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing; provided, Parent makes however, that no covenant, representation or warranty is made by Seller and the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by Buyer in connection with the preparation of the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion or incorporation by reference therein. (d) Buyer shall use reasonable best efforts to (i) set a record date for the Buyer Stockholders Meeting, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to ii) cause the Proxy Statement to be mailed to Parent’s the stockholders of Buyer as promptly as practicable, and (iii) as promptly as practicable after the resolution mailing of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyif any, as solicit proxies from the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent holders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts Buyer Common Stock to cause give the Proxy Statement to comply with applicable federal and state securities laws requirementsBuyer Stockholder Approval. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreementhereof, the Parties shall prepareCompany shall, in consultation with U.S. Parent, prepare and Parent shall cause to be filed file with the SEC, SEC preliminary proxy materials that shall constitute the Proxy Statement. Parent covenants and The Company agrees that none of the information supplied by the Company or any of its Subsidiaries for inclusion in the Proxy Statement will notwill, at the date first mailed to the Company Stockholders and at the time of the Proxy Statement Company Stockholders Meeting or at the time of any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthereof, 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 Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company covenants and agrees that makes no representation or warranty with respect to the information provided supplied by or on behalf of Parent, U.S. Parent or Merger Sub or any of their respective Representatives that is contained in the Company to Proxy Statement. Parent and U.S. Parent agree that none of the information supplied by them for inclusion in the Proxy Statement (including will, at the date first mailed to the Company Audited Financial Statements or Stockholders and at the time of the Company Interim Financial StatementsStockholders Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding . (b) As promptly as practicable after comments are received from the foregoingSEC thereon and after the furnishing by the Company, Parent makes no covenantand U.S. Parent of all information required to be contained therein, representation the Company shall, in consultation with U.S. Parent, prepare and the Company shall file any required amendments and the definitive Proxy Statement with the SEC. The Company shall notify U.S. Parent promptly of the receipt of any comments from the SEC or warranty with respect its staff and of any request by the SEC or its staff for amendments or supplements to statements made in the Proxy Statement (or for additional information and the letter to stockholdersshall consult with U.S. Parent regarding, notice of meeting and form of proxy included therewith)supply U.S. Parent with copies of, if any, based on information provided by or on behalf of all correspondence between the Company or any of its Representatives for inclusion thereinRepresentatives, on the one hand, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, on the other hand, with respect to the Proxy Statement. Parent The Company shall use commercially its reasonable best efforts to cause have the Proxy Statement to be mailed to Parent’s stockholders cleared by the SEC as promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish thereafter mail to the Company Stockholders as promptly as possible the Proxy Statement and all other Party all information concerning proxy materials for such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1meeting. If Parent, Merger Sub or at any time prior to the Company become aware of Stockholders Meeting there shall occur any event or information that, pursuant to the Exchange Act, that should be disclosed set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent shall furnish the Company with all information concerning Parent and its Affiliates required for use in the Proxy Statement, then and Parent shall take such Party, other action as the case Company may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties reasonably request in filing such amendment or supplement connection with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, preparation of the Proxy Statement will be made by ParentStatement, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned including any amendments or delayed. supplements thereto. (d) The Company and Parent shall each make any necessary filings with respect to the Merger under the Exchange Act and the rules and regulations thereunder. (e) The Company shall use commercially its reasonable best efforts to cause the Proxy Statement Company Financial Advisor to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives consent to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in inclusion of the Proxy Statement or reasonably requested by the other Party to be included Fairness Opinion in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, prepare and Parent shall cause to be filed with the SEC, the SEC a preliminary Proxy Statement. Reasonably promptly following (i) confirmation by the SEC that it has no further comments or (ii) expiration of the 10-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act, (A) Parent will cause the Proxy Statement in definitive form to be mailed to the stockholders of Parent and (B) Company will cause the Proxy Statement in definitive form to be mailed to stockholders of Company. (b) Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the stockholders of Parent’s stockholders, at the time of the Parent Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by Company or on behalf of the Company its Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided furnished in writing by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments Each of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Parties shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing concludes its review of the Definitive preliminary Proxy StatementStatement or expiration of the 10-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.15.01. If Parentany event relating to Parent or Company occurs, Merger Sub or the if Parent or Company become becomes aware of any event or information thatinformation, pursuant to the Exchange Act, that should be disclosed in an amendment or supplement to the Proxy Statement, then such PartyParent or Company, as the case may beapplicable, shall promptly inform the other Parties party thereof and shall cooperate with such other Parties one another in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, Parent without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Proxy Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock pursuant to this Agreement. Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (bc) The Parties Company shall reasonably cooperate with each other Parent and provide, and require their respective Representatives its Representatives, advisors, accountants and attorneys to provide, the other Party Parent and its Representatives, advisors, accountants and attorneys, with all true, correct and complete information regarding such Party or its Subsidiaries Company that is required by Law law to be included in the Proxy Statement or reasonably requested by the other Party from Company to be included in the Proxy Statement. (c) Following . The information provided by the final determination Company to be included in the Proxy Statement shall not contain any untrue statement of Parent Net Cash at a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Anticipated Closing Date statements made therein, in accordance with Section 1.6 (either as a result light of the mutual agreement of circumstances under which they were made, not misleading. Without limiting the parties or the determination of the Accounting Firm)foregoing, Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall will use commercially reasonable efforts to cause to be publicly disclosed delivered to Parent a letter of Company’s independent accounting firm, dated no more than two (and which Parent shall file on Form 8-K with 2) Business Days after the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall date of this delay or cause the postponement of such meeting under any applicable Law)Agreement.

Proxy Statement. (a) As promptly as reasonably practicable after following the date of this Agreementhereof (and without regard to whether the No-Shop Period Start Date shall have occurred), the Parties shall Company shall, with the reasonable assistance of Parent, prepare, and Parent the Company shall cause to be filed file with the SEC, a proxy statement relating to the adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and the Company shall cooperate with one another in connection with the preparation of the Proxy Statement and Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement, including such information that is required by the Exchange Act to be set forth in the Proxy Statement. Parent covenants and agrees that The Company shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement will notand have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the Proxy Statement to be mailed to the stockholders of the Company as of the record date established for the Company Stockholders’ Meeting as promptly as reasonably practicable (but in any event no more than five (5) Business Days) after the Proxy Statement is cleared by the SEC. (b) Parent shall cause the information relating to Parent or Merger Sub supplied by it in writing specifically for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendment amendments or supplement thereto is filed with supplements thereto, and at the SEC time of the Company Stockholders’ Meeting, not to contain any misstatement of a material fact or is first mailed 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) Assuming Parent’s stockholderscompliance with its obligations pursuant to Section 8.2(b), the Company shall cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, (i) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleadingmisleading and (ii) to comply as to form and substance in all material respects with the Exchange Act and any applicable requirements under Applicable Law. (d) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. The All filings by the Company covenants with the SEC and agrees that all mailings to the information provided by or on behalf stockholders of the Company to Parent for inclusion in connection with the Merger and the other transactions contemplated hereby, including the Proxy Statement (including and any amendment or supplement thereto, and any responses to any comments from the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent and its counsel and the Company Audited Financial Statements shall consider any comments from Parent in good faith. 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. (e) If at any time prior to the Effective Time any information relating to the Company, Parent or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company Interim Financial StatementsCompany, as Parent or Merger Sub, which should be set forth in an amendment or supplement to the case may be) will Proxy Statement so that the Proxy Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party parties and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then describing such Party, as the case may be, information shall be prepared and promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement filed with the SEC and, if appropriateto the extent required by Applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parentstockholders of the Company, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. Company (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement reasonable assistance of such meeting under any applicable LawParent).

Proxy Statement. (a) As promptly as reasonably practicable after the date hereof, the Company shall prepare and file with the SEC the Proxy Statement including the fairness opinion of Xxxxxx referred to in Section 4.21 above. Each of the parties shall furnish all information concerning itself that is required or customary for inclusion in the Proxy Statement. Each of the Company and DGAC shall use its reasonable best efforts to take, or cause to be taken, such actions as may be required to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after the date of this Agreementhereof and shall take, the Parties shall prepare, and Parent shall or cause to be filed with the SECtaken, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact such action as may be required to be stated therein taken under applicable Blue Sky Laws in connection with the issuance of securities contemplated hereby. No representation, covenant or necessary agreement contained in order this Agreement is made by any party hereto with respect to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided supplied by or on behalf of the Company to Parent any other party hereto for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleadingStatement. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the The Proxy Statement (shall comply as to form in all material respects with the Securities Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholdersthereunder. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent approval of the Company, which shall not be unreasonably withheld, conditioned or delayedall parties hereto. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, Each party will advise the other Party and its Representativesparties, with all truepromptly after it receives notice thereof, correct and complete information regarding such Party or its Subsidiaries that is required of any request by Law to be included in the SEC for amendment of the Proxy Statement or reasonably requested comments thereon and responses thereto or requests by the other Party SEC for additional information. If at any time prior to the Effective Time any information relating to DGAC or the Company, or any of their respective affiliates, trustees, directors or officers, is discovered that should be included set forth in an amendment or supplement to any of the Proxy Statement. (c) Following , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the final determination of Parent Net Cash at the Anticipated Closing Date statements therein, in accordance with Section 1.6 (either as a result light of the mutual agreement circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the holders of capital stock of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Company.

Proxy Statement. (a) As promptly as practicable after the date The Company Board shall (i) use its commercially reasonable efforts to obtain such shareholder approval of this Agreement, the Parties shall prepareMerger and the transactions contemplated hereby, (ii) perform such other acts as may reasonably be requested by Parent to ensure that such shareholder approval of this Agreement, the Merger and Parent shall the transactions contemplated hereby are obtained, but consistent with Section 5.19 and Section 9.01, (iii) cause the Proxy Statement to be filed with the SECSEC no later than forty-five (45) days after the date hereof, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beiv) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders the shareholders of the Company as promptly soon as practicable after the resolution of date hereof, but in any event, no later than fifteen (15) days after the date the SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required approves, clears or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or otherwise informs the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement that it has no additional comments relating to the Proxy Statement, then such Party, as and (v) cause the case may be, shall promptly inform Company Shareholders’ Meeting to occur no later than thirty (30) days after the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, date the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The is mailed to Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives If the Company becomes aware prior to provide, the other Party and its Representatives, with all true, correct and complete Effective Time of any information regarding such Party or its Subsidiaries that is required by Law to be included would cause any of the statements in the Proxy Statement or reasonably requested by the other Party to be included in false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, the Company shall promptly inform Parent thereof and take the necessary steps to correct the Proxy Statement. (c) Following Prior to mailing the final determination of Proxy Statement to Company shareholders, the Company will provide Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result drafts of the mutual agreement of Proxy Statement and other documents relating to the parties or the determination of the Accounting Firm)Proxy Statement for Parent to review and comment upon, Parent and the Company shall mutually agree on use its commercially reasonable efforts to incorporate into the form Proxy Statement and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay other documents any reasonable comments or cause the postponement of such meeting under any applicable Law)changes suggested by Parent.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to shareholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to Parent’s stockholders, shareholders 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersshareholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its their Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent covenants and agrees that the Proxy Statement will also comply in all respects with the requirements of Israeli law. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after shareholders in accordance with the resolution of SEC staff comments applicable rules and regulations promulgated by the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as reasonably practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SEC, subject to the prior review and approval of Parent (which approval shall not be unreasonably withheld), a Proxy Statement relating to the Merger. The Company shall use commercially reasonable efforts to cause such Proxy Statement to be filed as soon as reasonably practicable after the date of this Agreement. Each of the Company and Parent shall obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement. Each of the Company and Parent covenants shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement, and agrees the Company shall cause the Proxy Statement to be mailed to the Company’s shareholders at the earliest reasonably practicable date. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 are made, not misleading. The Company covenants , the party that discovers such information shall promptly notify the other party, and agrees that an appropriate amendment or supplement describing such information shall be filed with the information provided SEC and, to the extent required by or on behalf applicable Law, disseminated to the shareholders of the Company Company. Notwithstanding anything to Parent for inclusion in the contrary stated above, prior to filing or mailing the Proxy Statement (including the Company Audited Financial Statements or, in each case, any amendment or the Company Interim Financial Statements, as the case may besupplement thereto) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly responding to any comments of the SEC or its staff. Parent staff with respect thereto, the party responsible for filing or mailing such document shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to provide the other Party all information concerning party a reasonable opportunity to review and comment on such Party and such Party’s Affiliates and such Party’s stockholders that may be required document or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof response and shall cooperate with include in such other Parties in filing such amendment document or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall response comments reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested proposed by the other Party to be included in the Proxy Statementparty. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As The Company shall prepare and file with the SEC, as promptly as practicable after the date of this AgreementAgreement (but in any event within ten (10) Business Days after the date hereof), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement and any schedules and exhibits thereto, the Parties shall prepare“Proxy Statement”). The Company will provide Parent a reasonable opportunity to review and consult with the Company regarding the Proxy Statement, and Parent shall cause or any amendments or supplements thereto, prior to be filed filing the same with the SEC. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date (but in no event later than five (5) Business Days after the proxy statement is cleared by the SEC). (b) The Company shall cause the Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of the Company therewith, in connection with the Merger, at the time that the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and to comply, in all material respects, as to form with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder; provided, however, that the obligations of the Company contained in this Section 6.4(b) shall not apply to any information supplied by Parent or Merger Sub or any of their respective representatives to the Company which is contained or incorporated by reference in the Proxy Statement. If at any time prior to obtaining the Requisite Company Vote, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent covenants and agrees that should be set forth in an amendment or supplement to the Proxy Statement will notso that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, at in light of the time circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto is filed with thereto) or responding to any comments of the SEC with respect thereto, the Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. (c) Parent shall cause any information supplied by it or Merger Sub or any of their respective representatives for inclusion or incorporation by reference in the Proxy Statement, at the time that the Proxy Statement is first mailed to Parent’s stockholdersthe stockholders of the Company and at the time of the Stockholders Meeting, to 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 the light of the circumstances under which they were are made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As The Company shall promptly as practicable after notify Parent of the date receipt of this Agreement, any comments of the Parties shall prepare, and Parent shall cause SEC with respect to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at and of any request by the time the Proxy Statement or SEC for any amendment or supplement thereto is filed with the SEC or is first mailed for additional information and shall promptly provide to Parent’s stockholders, contain any untrue statement Parent copies 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 Company covenants and agrees that the information provided by or on behalf of all correspondence between the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or and/or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than SEC with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion thereinProxy Statement. The Company and Parent shall each use its legal counsel shall be given reasonable opportunity best efforts to review and comment on promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement, including all amendments Statement by the SEC and supplements thereto, prior to the filing thereof promptly resolve such comments with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable after the resolution of date the SEC staff advises that it has no further comments and thereon or that the filing of Company may commence mailing the Definitive Proxy Statement. Each Party The Company shall promptly furnish ensure that the Proxy Statement complies as to form in all material respects with the provisions of the Exchange Act (and the rules and regulations promulgated thereunder). If at any time prior to the other Party all information concerning such Party and such Party’s Stockholders Meeting, any fact, event or circumstance relating to the Company or Parent or any of their respective Affiliates and such Party’s stockholders that may be required is discovered by the Company or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any which such fact, event or information thatcircumstance is required, pursuant to the Exchange Act, should to be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as (i) the case may be, applicable party shall promptly inform the other Parties thereof parties hereto and (ii) the Company shall cooperate with such other Parties in filing such amendment promptly amend or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal include disclosure of such fact, event or circumstance. Each of Parent, Merger Subsidiary and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives the Company agrees to provide, the other Party and its Representatives, with all true, correct and complete any information regarding such Party or its Subsidiaries that is required provided by Law to be included it for use in the Proxy Statement which shall have become materially false or reasonably requested by the other Party to be included in the Proxy Statementmisleading. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties The Company shall prepare, prepare and Parent shall cause to be filed file with the SEC, as soon as reasonably practicable, the proxy statement to be distributed to the Company's shareholders in connection with the Special Meeting referred to in Section 5.03 (the "Proxy Statement"), and the Company shall use all reasonable efforts to have such Proxy Statement cleared by the SEC. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied or required to be supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. . (b) Parent covenants and agrees that shall cooperate with the Company in preparing the Proxy Statement will notand making any filings required to be made pursuant to this Section 5.02, at and the time Company shall consult with Parent in that regard and keep Parent fully informed of its progress with respect thereto and provide to Parent copies of the Proxy Statement or any amendment or supplement thereto is filed and all such filings for review and approval prior to the finalization thereof. (c) Parent and the Company shall furnish to each other, and each other's counsel, all such information as may be required and requested in connection with the SEC or is first mailed preparation of the Proxy Statement and the filing of the Proxy Statement with the SEC, and each represents and warrants to Parent’s stockholders, the other that no written information furnished as provided for in this Section 5.02(c) which has been prepared by the responsible party will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished, not misleading. (d) Parent and the Company shall each promptly notify the other if at any time before the Effective Date it becomes aware that the Proxy Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The In such event, the Company covenants shall prepare a supplement or amendment to the Proxy Statement which corrects such misstatements or omissions and agrees that shall cause the information provided by or on behalf same to be filed with the SEC and distributed to the shareholders of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty accordance with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As The Company shall as promptly as practicable after practicable, but in any event on or before November 15, 2006, prepare and mail to its stockholders at its own expense a notice of meeting, proxy statement and form of proxy in accordance with applicable Law, including all applicable provision of the date DGCL (the “Proxy Statement”). The Company shall provide Parent with the opportunity to review and comment on the Proxy Statement and shall not mail the Proxy Statement without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed). The Proxy Statement shall include the recommendation of the Company’s Board of Directors in favor of adoption and approval of this AgreementAgreement and the transactions contemplated hereby, except to the Parties extent the Company’s Board of Directors shall preparehave withheld, and Parent shall cause to be filed with withdrawn, amended or modified the SEC, the Proxy Statement. Parent covenants and Company Board Recommendation as permitted by Section 6.4(c). (b) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement or and any amendment or supplement thereto is filed with (other than any information provided by Parent and Merger Sub) shall, at the SEC or is first mailed date of mailing to Parent’s stockholdersstockholders and at the time of the Company Stockholders Meeting, 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 the light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf Each of the Company and Parent agrees that if such party shall become aware prior to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf time of the Company or Stockholders Meeting of any information furnished by such party that would cause any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed false or misleading with respect to Parent’s stockholders as promptly as practicable after any material fact, or to omit any material fact necessary to make the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish statements therein not false or misleading, to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties party thereof and shall cooperate with such other Parties in filing such amendment or supplement with to take the SEC and, if appropriate, in mailing such amendment or supplement necessary steps to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after following the date of this Agreement, the Parties shall prepareCompany will, with the assistance and Parent shall cause approval of ANM, prepare and mail the proxy statement to be filed sent to the shareholders of the Company in connection with the SECShareholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). ANM and the Company will cooperate with each other in the preparation of the Proxy Statement. Parent covenants Without limiting the generality of the foregoing, (i) the Company will provide ANM with a reasonable opportunity to review and agrees that comment on the Proxy Statement and (ii) ANM will notfurnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. (b) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or date it is first mailed to Parent’s stockholdersthe 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 made therein, in the light of the circumstances under which they were are made, not misleading. The Company covenants and ANM agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent ANM for inclusion or incorporation by reference in the Proxy Statement (including will, at the date it is first mailed to the shareholders of the Company Audited Financial Statements or and at the Company Interim Financial Statementstime of the Shareholders Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding For purposes of the foregoing, Parent makes no covenantit is understood and agreed that information concerning or related to the Company, representation any Company Subsidiary or warranty with respect any Nonprofit Organization will be deemed to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided have been supplied by or on behalf of the Company and information concerning or related to ANM will be deemed to have been supplied by ANM. If at any time after the date of its Representatives for inclusion therein, this Agreement and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments date of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of Shareholders Meeting any event or information that, pursuant circumstances relating to the Exchange ActCompany, any Company Subsidiary or any Nonprofit Organization, or their respective officers or directors, should be disclosed discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, then such Party, as the case may be, shall Company will promptly inform the other Parties thereof and shall cooperate ANM and, after consultation with such other Parties in filing ANM, file such amendment or supplement with the SEC SEC. If at any time after the date of this Agreement and prior to the date of the Shareholders Meeting any event or circumstances relating to ANM, its officers or directors, should be discovered by ANM that should be set forth in an amendment or a supplement to the Proxy Statement, ANM will promptly inform the Company and, if appropriateafter consultation with ANM, in mailing the Company will file such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, with the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy StatementSEC. (c) Following The Company will use its reasonable best efforts, after consultation with ANM, to resolve all SEC comments with respect to the final determination Proxy Statement as promptly as practicable after receipt thereof. Each of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent ANM and the Company shall mutually agree on to correct any information provided by it for use in the form and substance of a press release setting forth the anticipated Exchange Ratio Proxy Statement which will have become false or misleading. The Company will as soon as reasonably practicable notify ANM of the Anticipated Closing Date, which receipt of any comments from or other correspondence with the Parties shall cause SEC staff with respect to be publicly disclosed the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement promptly deliver a copy of such meeting under any applicable Lawcomments, correspondence or request to ANM).

Proxy Statement. (a) As B2B, IVAX and Diagnostics will cooperate with each --------------- other in order to promptly as practicable after prepare the date of this Agreement, Proxy Statement and to file the Parties shall prepare, and Parent shall cause to be filed Proxy Statement with the SEC, Commission as soon as practicable. IVAX shall furnish all information concerning IVAX or Diagnostics as may be reasonably required in connection with the preparation of the Proxy Statement. Parent covenants and agrees that B2B shall cause the Proxy Statement will notto comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and all other applicable Laws, and each Party shall ensure that none of the information that it furnishes for inclusion in the Proxy Statement will, at (a) the time the Proxy Statement (or any amendment or supplement thereto is filed with the SEC or thereto) is first mailed to Parent’s stockholdersthe stockholders of B2B or (b) the time of the special meeting of the stockholders of B2B as contemplated by Section 5.7, 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 Company covenants and agrees that the information provided Unless required by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statementsapplicable Law, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Statement shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement be filed with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, Commission without the prior written consent approval of the CompanyIVAX, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent B2B shall each use commercially reasonable efforts to cause promptly advise IVAX of any request by the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in Commission for amendment of the Proxy Statement or reasonably requested comments thereon and responses thereto or requests by the other Party Commission for additional information. B2B shall take all actions required to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting taken under any applicable Law)or securities Laws to permit the issuance of the B2B Common Stock pursuant to the Merger.

Proxy Statement. (a) As promptly as practicable after following the date of this Agreement, the Parties shall prepareCompany will, with the assistance and Parent shall cause approval of ANM, prepare and mail the proxy statement to be filed sent to the shareholders of the Company in connection with the SECShareholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”). ANM and the Company will cooperate with each other in the preparation of the Proxy Statement. Parent covenants Without limiting the generality of the foregoing, (i) the Company will provide ANM with a reasonable opportunity to review and agrees that comment on the Proxy Statement and (ii) ANM will notfurnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. (b) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or date it is first mailed to Parent’s stockholdersthe 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 made therein, in the light of the circumstances under which they were are made, not misleading. The Company covenants and ANM agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent ANM for inclusion or incorporation by reference in the Proxy Statement (including will, at the date it is first mailed to the shareholders of the Company Audited Financial Statements or and at the Company Interim Financial Statementstime of the Shareholders Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding For purposes of the foregoing, Parent makes no covenantit is understood and agreed that information concerning or related to the Company, representation any Company Subsidiary or warranty with respect any Nonprofit Organization will be deemed to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided have been supplied by or on behalf of the Company and information concerning or related to ANM will be deemed to have been supplied by ANM. If at any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, time prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of Effective Time any event or information that, pursuant circumstances relating to the Exchange ActCompany, any Company Subsidiary or any Nonprofit Organization, or their respective officers or directors, should be disclosed discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, then such Party, as the case may be, shall Company will promptly inform the other Parties thereof and shall cooperate ANM and, after consultation with such other Parties in filing ANM, file such amendment or supplement with the SEC SEC. If at any time prior to the Effective Time any event or circumstances relating to ANM, its officers or directors, should be discovered by ANM that should be set forth in an amendment or a supplement to the Proxy Statement, ANM will promptly inform the Company and, if appropriateafter consultation with ANM, in mailing the Company will file such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, with the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy StatementSEC. (c) Following The Company will use its reasonable best efforts, after consultation with ANM, to resolve all SEC comments with respect to the final determination Proxy Statement as promptly as practicable after receipt thereof. Each of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent ANM and the Company shall mutually agree on to correct any information provided by it for use in the form and substance of a press release setting forth the anticipated Exchange Ratio Proxy Statement which will have become false or misleading. The Company will as soon as reasonably practicable notify ANM of the Anticipated Closing Date, which receipt of any comments from or other correspondence with the Parties shall cause SEC staff with respect to be publicly disclosed the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement promptly deliver a copy of such meeting under any applicable Lawcomments, correspondence or request to ANM).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties Company shall prepare, and Parent shall cause following receipt of the Company Audited Financial Statements, file with the SEC a proxy statement relating to the Company Stockholder Meeting to be filed held in connection with the SECMerger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of the Parties shall reasonably cooperate with the other party and furnish, and cause its Representatives to furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Proxy Statement. Parent Without limiting the foregoing, each of the Company and CDI will use commercially reasonable efforts to cause to be delivered to the Company and CDI a letter of such company’s independent accounting firm, dated no more than two (2) Business Days before the date on which the definitive Proxy Statement is filed with the SEC (and reasonably satisfactory in form and substance to the Company and CDI), that is customary in scope and substance for letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement. (b) the Company covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities laws and the DGCL, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company CDI covenants and agrees that the information provided supplied by or on behalf of CDI, concerning itself or its Affiliates, to the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim CDI Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent neither party makes no any covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other party or on behalf of the Company its Subsidiaries or any of their Representatives regarding such other party or its Representatives Affiliates, for inclusion therein, and . (c) the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parentthe Company’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parentthe Company, Merger Sub Acquisition or the Company CDI become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Company stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (bd) The Parties CDI shall reasonably cooperate with each other the Company and provide, and require their respective cause its Representatives to provide, the other Party Company and its Representatives, with all true, correct and complete information regarding such Party the Company or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party Company to be included in the Proxy Statement. (ce) Following As promptly as reasonably practicable following the final determination date of Parent Net Cash at this Agreement (i) CDI will furnish to the Anticipated Closing Date Company the CDI Financial Statements, suitable for inclusion in the Proxy Statement and prepared in accordance with Section 1.6 GAAP as applied on a consistent basis (either unless otherwise noted therein throughout the periods indicated) during the periods involved (except as a result may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the mutual agreement SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) and on that basis will present fairly, in all material respects, the financial position and the results of operations, and cash flows of the parties Company or the determination CDI, as applicable, as of the Accounting Firm)dates of and for the periods referred to therein. (f) Each Party shall bear its own fees and expenses in connection with preparation of the Proxy, Parent solicitation of proxies and the Company Shareholder Meeting. If required, the Company shall mutually agree on retain, and be responsible for the form fees and substance expenses of a press release setting forth proxy solicitor, to be retained in connection with the anticipated Exchange Ratio as solicitation of proxies for the Company Shareholder Meeting. The Company shall also be responsible for all filing fees and printing, mailing and other costs incurred in connection with preparation and filing of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K Proxy with the SEC) as early as practicable prior to SEC and the Parent Stockholders’ Meeting (and in no event shall this delay or cause solicitation of proxies for the postponement of such meeting under any applicable Law)Company Meeting.

Proxy Statement. (a) As promptly as reasonably practicable after (and in any event within 30 days) following the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SEC, in preliminary form, a proxy statement relating to a meeting of the Company Stockholders (the “Company Stockholder Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”) for the purpose of obtaining the Company Required Vote. Subject to Section 5.1(b), the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company and Parent covenants shall furnish all information concerning itself and agrees its Affiliates that is reasonably requested by the Company to be included in the Proxy Statement will not, at and Parent shall otherwise reasonably assist and cooperate with the time Company in the preparation of the Proxy Statement or and the resolution of any amendment or supplement comments thereto is filed received from the SEC. The Company will cause the Proxy Statement to comply in all material respects with the SEC or is first mailed to Parent’s stockholders, 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 applicable requirements of the circumstances under which they were made, not misleadingExchange Act and the DGCL and the rules and regulations of the SEC and the Nasdaq. The Company covenants that, on the date of filing, the date of mailing to the Company Stockholders and agrees that at the information provided by or on behalf time of the Company to Parent for inclusion in Stockholder Meeting, the Proxy Statement (including excluding any information supplied by Parent, Merger Sub or their Affiliates or Representatives or any Equity Financing Party or Financing Source, in each case, specifically for inclusion or incorporation by reference in the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beProxy Statement) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) comments of the foregoing, Parent makes no covenant, representation or warranty SEC with respect to statements made in the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall promptly notify Parent upon the receipt of any (written or oral) 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 the letter to stockholders, notice shall provide Parent with a copy of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of all substantive written correspondence between the Company or any of its Representatives for inclusion thereinthe Company’s Representatives, on the one hand, and the Company makes no covenantSEC or its staff, representation or warranty with respect to statements made in on the Proxy Statement other hand (and the letter to stockholders, notice a summary of meeting and form of proxy included therewith), if any, other than any substantive oral conversations) with respect to the information provided by Proxy Statement or on behalf of the Transactions. Until such time as there has been a Company Adverse Change Recommendation, the Company or any of its Representatives for inclusion therein. The Company shall give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof such documents with the SECSEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, and on the response in good faith, to including any comments of the SEC on the Proxy Statementeach such document or response that are reasonably proposed by Parent. If, at any time prior to the filing or submission thereof with or Company Stockholders Meeting, any information relating to the SEC. Company, Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated or any of their respective Affiliates, officers, directors or other Representatives should be discovered by the SEC and to respond promptly to any comments of the SEC Company or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such Party, as the case may be, information shall promptly inform notify the other Parties thereof Parties, and the Company shall cooperate with such other Parties in filing such promptly file an appropriate amendment or supplement to the Proxy Statement describing such information with the SEC and, if appropriateto the extent required by applicable Legal Requirements, in mailing cause such amendment or supplement to Parent’s stockholders. No be promptly disseminated to the Company Stockholders; provided, that the delivery of such notice and the filing of, or of any such amendment or supplement toshall not affect or be deemed to modify any representation or warranty made by any Party hereunder or otherwise affect the remedies available hereunder to any Party. (b) The Company shall, as promptly as reasonably practicable (and in no event later than ten (10) calendar days) after the date on which the Company is informed that the SEC does not intend to review the Proxy Statement will or has no further comments thereon, (i) mail or cause to be made by Parentmailed the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company’s bylaws; and (ii) subject to applicable Legal Requirements (including conducting a broker search pursuant to Section 14a-13 of the Exchange Act in order to hold the Company Stockholders Meeting as described in this Section 5.2(b)), take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company’s bylaws and the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. The Company shall hold the Company Stockholders Meeting as promptly as reasonably practicable after the date on which the Proxy Statement mailing to stockholders is complete and in any event no later than thirty (30) calendar days after the date of such completed mailing (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, such later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)). The Company shall not postpone, recess or adjourn the Company Stockholders Meeting; provided, however, that the Company may, in each caseits sole discretion, without adjourn, recess or postpone the Company Stockholders Meeting (A) with the prior written consent of Parent, (B) after consultation with Parent, to the Companyextent the Company determines such adjournment, recess or postponement is necessary or advisable (1) to permit the preparation, filing and dissemination of any supplement or amendment to the Proxy Statement that the Company has determined, on the advice of outside legal counsel, is reasonably likely to be required under applicable Legal Requirements and (2) for such supplement or amendment to be reviewed by the Company Stockholders in advance of the Company Stockholders Meeting, (C) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions, (D) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting and to obtain the Company Required Vote, whether or not a quorum is present or (E) to solicit additional proxies for the purpose of obtaining the Company Required Vote (it being understood that, with respect to clauses (A) through (E) above, the Company shall not postpone or adjourn the Company Stockholders Meeting more than two times without Parent’s prior written consent). The Company shall, unless there has been a Company Adverse Change Recommendation, use its reasonable best efforts to (1) solicit from the Company Stockholders proxies in favor of the Company Required Vote and (2) take all other actions necessary or advisable to secure the Company Required Vote. The Company shall, upon the request of Parent following the dissemination of the definitive Proxy Statement, keep Parent reasonably informed regarding the proxies received by the Company with respect to the Company Stockholders Meeting. Without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide), the other Party and its Representatives, with all true, correct and complete information regarding Company Stockholders Meeting will not be postponed or adjourned by more than ten (10) business days each time for any event giving rise to such Party a postponement or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statementadjournment. (c) Following Nothing in this Section 5.2 shall be deemed to prevent the final determination Company, the Company Board or any committee thereof from taking any action they are permitted or required to take under, and in compliance with, Section 4.3 or Section 5.1(b). (d) Notwithstanding any Company Adverse Change Recommendation, the Company shall nonetheless submit this Agreement to the holders of Parent Net Cash Shares for adoption at the Anticipated Closing Date Company Stockholders Meeting in accordance with Section 1.6 (either as a result the terms of the mutual agreement of the parties or the determination of the Accounting Firm)this Agreement, Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K unless this Agreement has been terminated in accordance with the SEC) as early as practicable Article VII prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Company Stockholders Meeting.

Proxy Statement. (a) As promptly as practicable after the date of this Agreementhereof, UBICS shall prepare and file with the SEC a proxy statement and any other documents required by the Exchange Act in connection with the Stockholders Meeting (together with all amendments, schedules, and exhibits thereto, the Parties "PROXY STATEMENT"). The Proxy Statement will comply as to form in all material respects with the provisions of all applicable Governmental Rules including the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. UBICS shall preparefurnish all information concerning it, R Systems shall furnish all information concerning the R Systems Companies and Parent the R Systems Shareholders shall cause furnish all information concerning them that is required to be filed with the SEC, included in the Proxy Statement. Parent covenants UBICS shall include in the Proxy Statement only such information about the R Systems Companies and the R Systems Shareholders as is approved by R Systems or required by applicable Governmental Rules, including the rules and regulations of the SEC and Nasdaq. (b) UBICS agrees that the Proxy Statement will notand each amendment or supplement thereto, at the time the Proxy Statement or any amendment or supplement thereto it is filed with the SEC or is first mailed to Parent’s stockholdersthe stockholders of UBICS, contain any will not include an untrue statement of a material fact or omit to state any a 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, provided, however, that 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 UBICS in reliance upon and in conformity with written information concerning the R Systems Companies or the R Systems Shareholders furnished to UBICS by R Systems or the R Systems Shareholders specifically for use in the Proxy Statement. The Company covenants and agrees R Systems Parties agree that the written information provided by or on behalf of the Company to Parent them specifically for inclusion in the Proxy Statement (including and each amendment or supplement thereto, at the Company Audited Financial Statements or time it is mailed to the Company Interim Financial Statementsstockholders of UBICS, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding . (c) Incident to any information furnished or disclosed by UBICS in connection with the foregoingProxy Statement, Parent makes no covenantand subject to applicable Governmental Rules, representation UBICS shall indemnify, defend, and hold harmless the R Systems Shareholders against all costs or warranty expenses (including reasonable attorneys' fees), judgments, fines, penalties, losses, claims, damages, liabilities, and amounts paid in settlement in connection with respect to statements made any civil, criminal, administrative or investigative Action, arising out of or under any Federal or state blue sky or securities law based in whole or in part on (i) any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or including any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement), then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties (ii) any omission or alleged omission to state in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any -43- 49 violation by UBICS of any federal or state blue sky or securities law in connection with such documents; provided, however, that UBICS will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned liable in any such case to the extent that any such Action is based upon any untrue statement or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party alleged untrue statement or its Subsidiaries that is required by Law to be included omission or alleged omission made in the Proxy Statement or reasonably requested any amendment thereto in reliance upon and in conformity with information furnished in writing to UBICS by R Systems or any R System Shareholder specifically for use therein. (d) Incident to any information furnished or disclosed by the other Party R Systems Shareholders or by R Systems in connection with the Proxy Statement, and subject to be included applicable Governmental Rules, the R Systems Shareholders, jointly and severally, shall indemnify and hold harmless UBICS and each of its directors, officers, employees and agents, and each person who controls UBICS, against all costs or expenses (including reasonable attorneys' fees), judgments, fines, penalties, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any civil, criminal, administrative or investigative Action, arising out of or under any federal or state blue sky or securities law based in whole or in part on (i) any untrue statement or alleged untrue statement of a material fact contained in the Proxy Statement. Statement (cincluding any amendment or supplement to such document); or (ii) Following the final determination of Parent Net Cash at the Anticipated Closing Date any omission or alleged omission to state in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause such documents material facts required to be publicly disclosed (stated therein or necessary to make the statements therein not misleading; provided, however, that the R Systems Shareholders will not be liable in any such case unless any such Action is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Proxy Statement or any amendment thereto in reliance upon and which Parent shall file on Form 8-K conformity with the SEC) as early as practicable prior information furnished in writing to the Parent Stockholders’ Meeting (and in no event shall this delay UBICS by R Systems or cause the postponement of such meeting under any applicable Law)R Systems Shareholder specifically for use therein.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is are first mailed to Parent’s stockholdersstockholders and at the time of the Parent Stockholder Meeting (defined below in Section 5.3(a)), 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 Company covenants and agrees that the information provided by or on behalf of the Company or its Representatives to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements Company’s audited financial statements for the fiscal years ended 2023 and 2022 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company Parent or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements theretothereto and all communications to and with the SEC, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or the SEC. Parent will promptly provide Company copies of all written and electronic communications to and from the SEC and written summaries of all SEC communications from the SEC, relating to the SECProxy Statement. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and SEC, to respond promptly to any comments of the SEC or its staffstaff and to clear any comments the SEC or its staff may have on the Proxy Statement as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after (i) all comments, if any, on the resolution of Proxy Statement are cleared by the SEC, or (ii) if the SEC or its staff does not have any comments and on the filing of the Definitive Proxy Statement, after 10 days after passed from the date of filing the preliminary Proxy Statement (as applicable, (i) or (ii), “Cleared Comments”). Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities laws Laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after After the date of this AgreementMerger Agreement is executed, the Parties Company shall preparepromptly, but in no event later than 30 days, prepare and Parent mail at its own expense a proxy statement (the “Proxy Statement”) to its shareholders; provided, that such Proxy Statement shall cause (i) to be filed the extent practicable, comply as to form and content in all material respects with the SECrequirements of Schedule 14A under the Exchange Act applicable to a comparable transaction involving an issuer soliciting proxies from holders of a class of securities registered under Section 12 of the Exchange Act and (ii) except with respect to the content of any disclosure therein concerning an Acquisition Proposal, be approved in writing by Parent prior to being mailed to the Proxy Statement. Parent covenants and Company’s shareholders, provided that such consent shall not be unreasonably withheld or delayed. (b) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement or and any amendment or supplement thereto is filed with shall, at the SEC or is first mailed date of mailing to Parent’s stockholders, 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 shareholders and at the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf time of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf Each of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), Parent agrees that if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel such party shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, become aware prior to the filing thereof with the SEC, and on the response to Effective Time of any comments information furnished by such party that would cause any of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause statements in the Proxy Statement to be mailed false or misleading with respect to Parent’s stockholders as promptly as practicable after any material fact, or to omit to state any material fact necessary to make the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish statements therein not false or misleading, to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties party thereof and shall cooperate with such other Parties in filing such amendment or supplement with to take the SEC and, if appropriate, in mailing such amendment or supplement necessary steps to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following The Company shall cause the final determination of Parent Net Cash at the Anticipated Closing Date Proxy Statement to comply as to form and content in accordance all material respects with Section 1.6 (either as a result all applicable provisions of the mutual agreement IBCA and any requirements of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Regulatory Authority.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties Company, in cooperation with Parent, shall prepare, prepare and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to (i) shall provide Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of with a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on a draft of the Proxy Statement before the Proxy Statement is filed with the SEC and (ii) shall consider in good faith including in the Proxy Statement all comments reasonably proposed by Parent in respect of the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to promptly respond promptly to any comments of the SEC or its staff. Parent staff concerning the Proxy Statement and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders its shareholders as promptly as practicable after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any written comments from the SEC or its staff comments 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, upon the request of Parent, shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party The Company (i) shall promptly furnish provide Parent with a reasonable opportunity to review and comment on any responses to comments or inquiries by the SEC with respect to any filings of the Proxy Statement, (ii) shall consider in good faith including in such responses all comments reasonably proposed by Parent in respect of the filings and (iii) shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the SEC or its staff with respect to such filings to the extent permitted by the SEC. The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by regulatory authorities under this Section 5.15.4 to comply in all material respects with all applicable requirements of Law, and to resolve all SEC comments with respect to the Proxy Statement. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs that is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy StatementStatement (including to correct any information that has become false or misleading), then such PartyParent or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Seller Parties shall prepareuse reasonable efforts to provide promptly to Zoom such information concerning its business affairs and financial statements as, and Parent in the reasonable judgment of Zoom or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, shall cause its counsel to be filed cooperate with Zoom’s counsel in the SEC, preparation of the Proxy Statement and shall request the cooperation of TCB Digital’s auditors in the preparation of the Proxy Statement. Parent covenants In addition, TCB Digital shall furnish to Zoom a completed directors and agrees that officers questionnaire for each Person specified in Section 7.8 of the Seller Party Disclosure Schedule (the “New Zoom Executive Officers and Directors”) as soon as practical, but no later than February 20, 2009. Following the Closing, Zoom shall cause each New Zoom Executive Officer and Director to become an executive officer and/or director of Zoom. None of the information provided in writing by or on behalf of the Seller Parties specifically for inclusion or incorporation by reference in the Proxy Statement will not, at the time the Proxy Statement is mailed or any amendment or supplement thereto is filed with delivered to the SEC or is first mailed to Parent’s stockholdersZoom stockholders and as of the Closing, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If any information provided by Seller Parties or the New Zoom Officers and Directors is discovered or any event occurs with respect to any of such individuals, or any change occurs with respect to the other information provided by Seller Parties included in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement so that such document does 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Seller Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement notify Zoom promptly of such meeting under any applicable Law)event.

Proxy Statement. If a meeting (aor written consent in place of) of Company's stockholders is required by the Delaware Law to approve this Agreement and the Merger, then promptly after consummation of the Offer, Company shall prepare and shall file with the Commission as promptly as practicable a preliminary proxy statement, together with a form of proxy, with respect to the meeting (or written consent in place of) of Company's stockholders at which the stockholders of Company will be asked to vote upon and approve this Agreement and the Merger as provided in Section 6.2. As promptly as practicable after the date of this Agreementsuch filing, the Parties shall prepare, and Parent shall cause subject to be filed compliance with the SECrules and regulations of the Commission, Company shall prepare and file a definitive Proxy Statement and form of proxy with respect to such meeting (or written consent in place of) (the "Proxy Statement. Parent covenants ") and agrees that shall use all reasonable efforts to have the Proxy Statement will notcleared by the Commission as promptly as practicable, and promptly thereafter shall mail the Proxy Statement to stockholders of Company. The term "Proxy Statement" shall mean such proxy or information statement at the time it initially is mailed to Company's stockholders and all amendments or supplements thereto, if any, similarly filed and mailed. The information provided and to be provided by Parent, Purchaser and Company, respectively, for use in the Proxy Statement or any amendment or supplement thereto shall, on the date the Proxy Statement is filed with the SEC or is Commission, first mailed to Parent’s stockholders, contain any untrue statement Company's stockholders and on the date of a the Special Meeting (as defined in Section 6.2) be true and correct in all material fact or respects and shall not 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenantand Parent, representation or warranty with respect Purchaser and Company each agree to statements made correct as promptly as practicable any information provided by it for use in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by which shall have become false or on behalf of the Company or misleading in any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the material respect. The Proxy Statement (and the letter shall comply as to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including in all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, material respects with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statementapplicable requirements of federal securities laws. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable following the Closing Date, the Company shall prepare and file with the SEC the Proxy Statement in accordance with the Exchange Act and shall use reasonable best efforts to have the Proxy Statement cleared by the SEC; provided, however, that prior to filing, the Company shall deliver a copy of the proposed filings to the Investors and provide the Investors with a reasonable time period in which to review and comment upon such filings, it being agreed that the Company will not make any such filings without the prior consent of each Investor, such consent not to be unreasonably withheld. The Company shall promptly provide to the Investors copies of any written comments received from the SEC and shall promptly advise the Investors of any oral comments received from the SEC. The Investors shall be entitled to review and comment on any proposed amendments to the Proxy Statement. As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement has been cleared by the SEC, the Proxy Statement. Parent covenants and agrees that Company shall mail the Proxy Statement will not, at to its shareholders as of the time record date for the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact Shareholder Meeting. The Company shall take such action as may be required to be stated therein taken under applicable state securities or necessary "blue sky" Laws in order to make the statements made therein, in light connection with issuance of the circumstances under which they were made, not misleadingPurchased Securities. The Company covenants and agrees Proxy Statement shall include the recommendation of the Board of Directors that the information provided by or on behalf shareholders of the Company to Parent for inclusion vote in favor of the Shareholder Resolutions and the other transactions contemplated by this Agreement and the other Transaction Agreements. (b) The Proxy Statement (including and any other document filed by the Company Audited Financial Statements or any of its Subsidiaries with any Governmental Authority in connection with the Company Interim Financial StatementsTransaction Agreements, as the case may be) ING Transaction Agreement and the transactions contemplated thereby will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances in which they are made, not misleading. Notwithstanding , except that the foregoing, Parent Company makes no covenant, representation or warranty with respect to statements made any information supplied by the Investors in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives writing specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior Statement (except for such portions thereof as relate only to the filing thereof Investors or any of their Affiliates) will comply as to form in all material respects with the SEC, and on the response to any comments provisions of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, but in no event later than ten (10) Business Days thereafter, the Parties Company shall prepare, and Parent shall cause to be filed file with the SEC, a proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) relating to the seeking of the Requisite Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent as may be reasonably requested by the Company for inclusion in the Proxy Statement, or in any amendments or supplements thereto. Parent covenants At the earliest practicable time following the later of (i) receipt and agrees resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other Governmental Authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply with all applicable Law. Prior to filing any Proxy Statement or any other filing with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby (including any amendment or supplement to the Proxy Statement as a result of any event or occurrence required to be set forth therein), the Company shall provide Parent with reasonable opportunity to review and comment on each such filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent. (b) The Company will not, at notify Parent promptly of the time receipt of any oral or written comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement or the issuance of any stop order) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its advisers or 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 or other filing with any Governmental Authority in connection with the transactions contemplated hereby. The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments or inquiries by the SEC or any other Governmental Authority with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, and shall in good faith consider including in such response all comments reasonably proposed by Parent. The Company will respond in good faith to any comments of the SEC and if, at any time prior to the Effective Time, any event or information relating to the Company, Parent or Merger Sub, or any of their Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholdersProxy Statement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, other parties hereto and the Company makes no covenant, representation shall cause an appropriate amendment or warranty with respect supplement describing such information to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish thereafter and, to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be extent required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parentapplicable Law, Merger Sub or disseminated to the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsStockholders. (bc) The Parties shall reasonably cooperate with each other and provideUnless this Agreement is earlier terminated pursuant to Article IX, and require their respective Representatives subject to providethe terms of Section 5.3(b), the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in Company shall include the Proxy Statement or reasonably requested by the other Party to be included Company Board Recommendation in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, the Parent stockholders 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Statement on Schedule 14A. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Parent stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties Company shall reasonably cooperate with each other Parent and provide, and require their respective its Representatives to provide, the other Party Parent and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries the Company that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party Parent to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly If approval of the holders of Common Shares is required by applicable Law in order to consummate the Merger other than pursuant to Section 10-19.1-100 of the North Dakota Act, as soon as practicable after following the date of this AgreementAcceptance Time, the Parties shall prepareCompany shall, in consultation with Parent, prepare and file with the SEC, a proxy statement, letter to stockholders, notice of meeting and form of proxy that will be provided to the holders of Company Shares in connection with the solicitation of proxies for use at the Company Stockholders’ Meeting, and Parent shall cause any schedules required to be filed with the SECSEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”); provided that, the foregoing notwithstanding, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC and shall make all reasonable changes to the Proxy Statement as Parent shall request. Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Parent covenants and agrees that Subject to applicable Law, the Company shall use its reasonable best efforts to cause the Proxy Statement will notto be disseminated to the holders of Common Shares as promptly as practicable following the filing thereof with the SEC. The Company shall cause the Proxy Statement to, at when filed with the time SEC, comply as to form in all material respects with all applicable federal securities Laws. On the date the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe holders of Common Shares and at the time of the Company Stockholders’ Meeting, the parties hereto will cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no covenant, agreement, representation or warranty is made by any party hereto with respect to information supplied by any other party or any of such party’s Subsidiaries for inclusion or incorporation by reference in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and making all reasonable changes requested by Parent. The Company covenants shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and agrees responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide copies of all written comments and summaries of any other material communications that the information provided by Company or on behalf of its counsel receives from the SEC or its staff with respect to the Proxy Statement, and the Company shall consult in good faith with Parent prior to responding to any such comments and shall make all reasonable changes as Parent for inclusion shall request. 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 (including so that the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will Proxy Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required party or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyparties, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent holders of the Company, which shall not be unreasonably withheld, conditioned or delayedCommon Shares. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement Statement, as so amended or supplemented, to comply as to form and substance in all material respects with the applicable requirements of all applicable federal and state securities laws requirementsLaws. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives Subject to providethe terms of Section 6.1, the Company shall include the Company Board Recommendation (other Party and its Representatives, than with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law respect to be included in the Proxy Statement or reasonably requested by the other Party to be included Offer) in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable The Company shall use all reasonable best efforts to prepare and distribute to the shareholders of the Company a proxy statement relating to the Company Shareholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"), it being the parties' intention that such distribution will occur within twelve (12) days after the date hereof. The Company shall furnish Parent and its Representatives with drafts of this Agreement, the Parties Proxy Statement in advance of its release to the holders of Company Common Stock as soon as reasonably practicable and shall prepareconsider in good faith comments made by Parent and its Representatives. Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and shall furnish all information concerning Parent shall cause to be filed and Merger Sub as the Company may reasonably request in connection with the SEC, preparation of the Proxy Statement. Parent covenants and agrees that Subject to Section 4.2(c), the Proxy Statement will notshall include text of this Agreement and the Company Recommendation. (b) The Company shall ensure that none of the information included or incorporated by reference in the Proxy Statement (other than information relating to Parent included in the Proxy Statement that was provided by Parent) will, at the time the Proxy Statement is mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting (or any amendment adjournment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholderspostponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Company covenants and agrees . (c) Parent shall ensure that none of the information relating to Parent that is provided by or on behalf of to the Company in writing by Parent or any Person authorized to Parent act on its behalf for inclusion in the Proxy Statement (including and that is included in the Proxy Statement will, at the time the Proxy Statement is mailed to the Company's shareholders or at the time of the Company Audited Financial Statements Shareholders Meeting (or the Company Interim Financial Statementsany adjournment or postponement thereof), as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein included in such information or necessary in order to make such information statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable reasonably practicable, and in any event within twenty (20) Business Days, after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Unless there is a Change of Recommendation in accordance with Section 5.3, the Proxy StatementStatement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the "Company Recommendation"). Parent covenants and The Company agrees that at the date of first mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement will not, at comply in all material respects with the time applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will 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 ; provided, that no representation or warranty is made by the Company covenants and agrees that with respect to statements made or incorporated by reference therein to the extent based on information provided supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. Parent agrees to provide or cause to be provided all information with respect to itself, its Subsidiaries and its Representatives as may be reasonably requested by the Company to Parent for inclusion in the Proxy Statement (including Statement, and that, at the date of first mailing to stockholders of the Company Audited Financial Statements and at the time of the Stockholders Meeting, none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Company Interim Financial Statements, as the case may be) Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, Parent makes that no covenant, representation or warranty is made by either Parent or Merger Sub with respect to statements made in or incorporated by reference therein to the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, extent based on information provided supplied by or on behalf of the Company or any Affiliate of its Representatives the Company in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. (b) The Company shall promptly, following its or its legal counsel's receipt thereof, inform Parent of any and all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information, and the Company makes no covenant, representation or warranty with respect shall promptly provide to statements made in Parent copies of all correspondence between the Proxy Statement (Company and/or any of its Representatives and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than SEC with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. Each of the Company and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. Statement, as so corrected (b) The Parties shall reasonably cooperate with each other and provideif applicable), and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement or reasonably requested as provided in this Section 5.4(b), mailed (or, to the extent permitted by Law, made available) to the stockholders of the Company, in each case as and to the extent required by the other Party Exchange Act. The Company shall cause the definitive Proxy Statement to be included in mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Following Subject to applicable Law, prior to filing or mailing the final determination of Parent Net Cash at the Anticipated Closing Date Proxy Statement or filing any other required filings (or, in accordance with Section 1.6 (either as a result each case, any amendment or supplement thereto) or responding to any comments of the mutual agreement of the parties or the determination of the Accounting Firm)SEC with respect thereto, Parent and the Company shall mutually agree provide Parent with a reasonable opportunity to review and comment on the form such document or response and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and include in no event shall this delay such document or cause the postponement of such meeting under any applicable Law)response comments reasonably proposed by Parent.

Proxy Statement. (a) As Subject to the terms and conditions of this Agreement, as promptly as practicable after the date of this Agreementhereof, the Parties Company shall, subject to the prior review and approval of Parent (which approval shall preparenot be unreasonably withheld) prepare and file with the SEC the Proxy Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent and Merger Sub shall cause to be filed furnish all information as the Company may reasonably request in connection with such actions and the SEC, preparation of the Proxy Statement. The Company shall as promptly as practicable provide Parent covenants and agrees Merger Sub with, and consult with Parent and Merger Sub regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, after consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. All filings by the Company with the SEC in connection with the transactions contemplated hereby, and all mailings to or other communications with the Company’s shareholders in connection with the Merger and the other transactions contemplated by this Agreement, shall be subject to the prior review of Parent. If at any time prior to the Closing, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 are made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother party, and the Company makes no covenant, representation an appropriate amendment or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the supplement describing such information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this AgreementClosing Date, Parent shall prepare and file with the SEC a proxy statement relating to the Parent Shareholders’ Meeting to be held in connection with the Parent Shareholder Matters (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. . (b) Parent covenants and agrees that the Proxy Statement (and the letters to shareholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the PBCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders shareholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1PBCL. If Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)shareholders.

Proxy Statement. (a) As promptly as practicable Promptly after the date of this Agreementhereof, the Parties Seller shall prepare, and Parent shall cause to be filed with the SEC, prepare the Proxy Statement. Parent covenants Seller shall send Purchaser and agrees that its attorneys drafts of the Proxy Statement, and afford them reasonable opportunity to comment thereon. Seller shall file the Proxy Statement with the Commission. In connection with the foregoing, (a) the Seller will not, at comply with the time requirements of the Exchange Act and the rules and regulations of the Commission thereunder applicable to the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and (b) each of Seller and Purchaser shall furnish such information for inclusion in the Proxy Statement relating to it and its Affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be necessary to ensure that the statements regarding each of Seller and Purchaser and their respective Affiliates, as applicable, and such transactions contained in the Proxy Statement (as it may be amended or any amendment supplemented) will not on the date such Proxy Statement is mailed or supplement thereto is filed with on the SEC date of the Special Meeting or is first mailed to Parent’s stockholderson the Closing Date, 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 in which they were made, not misleading. The Company covenants and agrees that Proxy Statement shall include the information provided by or on behalf recommendation of the Company to Parent for inclusion Seller's Board of Directors in favor of the Proxy Statement (including sale and purchase of the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (Shares and the letter to stockholderstransactions provided for herein, notice of meeting and form of proxy included therewith), if any, based on information provided unless otherwise required by or on behalf the fiduciary duties of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the directors under applicable rules and regulations promulgated law as determined by the SEC Seller's Board of Directors and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with the procedures for termination set forth in Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC10.01(b)(v) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)hereof.

Proxy Statement. As soon as reasonably practicable (aand in any event within twenty (20) As promptly as practicable business days) after the date execution of this Agreement, the Parties Company shall prepareprepare and file with the SEC a proxy statement that complies in form with applicable SEC requirements, for use in connection with the solicitation of proxies from the Company Stockholders in favor of the adoption of this Agreement and the approval of the Merger at the Company Stockholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement”). If, at any time prior to the Company Stockholders Meeting, any event or information should be discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Parent. The Company shall (i) give Parent a reasonable prior opportunity to comment on any filing of or amendment or supplement to the Proxy Statement and on any comments by the SEC and (ii) include in such document or response all comments reasonably proposed by Parent. The Company shall cause to be filed promptly advise Parent of any oral or written requests for amendment of the Proxy Statement or information with respect thereto or comments thereon by the SEC, and shall consult with Parent prior to making any responses thereto. The Company shall respond promptly and in good faith to all comments from the SEC and shall otherwise use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable. Subject to Section 4.3, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger. The Company shall cause the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto that it is filed with the SEC or is first mailed to Parent’s stockholdersthe stockholders of the Company and at the time of the Company Stockholders Meeting, to comply with applicable SEC requirements and to 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 are made, not misleading. The Company covenants and agrees , except that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty covenant with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided supplied in writing by or on behalf of the Company or any of its Representatives Parent for inclusion or incorporation for reference therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (ai) As The Company shall prepare and submit to the Financial Surveillance Department of the South African Reserve Bank (“SARB”) and the JSE for approval the relevant transactions contemplated by this Agreement, as promptly as practicable after the date of this AgreementAgreement (and (x) use commercially reasonable efforts to make such submission no later than 20 Business Days thereafter, the Parties shall prepareand (y) in any event no later than 30 Business Days thereafter), and Parent shall cause agrees to cooperate with the Company in the preparation of, the proxy statement relating to the Company Shareholders Meeting to be filed held in connection with this Agreement (as amended or supplemented from time to time, the SEC“Proxy Statement”); provided, that, to the extent permitted by applicable Law, the Company shall use commercially reasonable efforts to make such submissions to SARB and the JSE substantially concurrently (and in any event within two Business Days of one another). Except under the circumstances expressly permitted by Section 7.2, the Proxy Statement. Statement shall include the Company Board Recommendation. (ii) Each of Parent covenants and agrees the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries or Representatives, for inclusion or incorporation by reference in the Proxy Statement will notwill, at the time date of mailing to the Proxy Statement or any amendment or supplement thereto is filed with shareholders of the SEC or is first mailed to Parent’s stockholdersCompany, 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 Each of Parent and the Company covenants and further agrees that, if prior to the Effective Time, it should become aware of any information that the information provided by or on behalf would cause any of the Company to Parent for inclusion statements in the Proxy Statement (including the Company Audited Financial Statements to be false or the Company Interim Financial Statementsmisleading with respect to any material fact, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoingstatements therein, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf light of the Company circumstances under which they were made, not false or any of its Representatives for inclusion thereinmisleading, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond it will promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to inform the other Party all thereof and, subject to Section 7.5(a)(iii), take the steps necessary to correct such information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement. (iii) The Company will provide Parent and its legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy Statement and other documents related to the Company Shareholders Meeting in respect of the Merger, then prior to filing, furnishing or delivering such Partydocuments with or such communications to the applicable Governmental Entity and dissemination of such documents or communications to the Company’s shareholders. The Company will include in the Proxy Statement and such other documents related to the Company Shareholders Meeting in respect of the Merger all comments reasonably and promptly proposed by Parent or its outside legal counsel and agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and content satisfactory to Parent, acting reasonably; provided that the Company shall not have such obligations with respect to any Proxy Statement and other documents or communications relating to a Change of Recommendation made in accordance with Section 7.2. (iv) The Company shall promptly notify Parent of the receipt of any comments from the SARB or the JSE (including with respect to the Proxy Statement) and of any request by the SARB or the JSE for additional information (including, with respect to the JSE, any amendment or supplement to the Proxy Statement) and shall as promptly as practicable following receipt thereof provide Parent copies of all substantive correspondence between the Company or any of its Representatives and the JSE or SARB, as the case may bebe (or where no such copies are available, a reasonable description thereof), and consider in good faith all comments reasonably proposed by Parent in response to such comments or requests; provided that the Company shall not have such obligations with respect to any Proxy Statement and other documents and communications relating to a Change of Recommendation made in accordance with Section 7.2 (but only solely to the extent such documents or communications relate to a Change of Recommendation). The Company shall (A) use its commercially reasonable efforts to provide responses as promptly inform as reasonable practicable to the other Parties thereof SARB or the JSE (including with respect to any comments on the Proxy Statement proposed by the JSE), as applicable, and shall cooperate any requests by the SARB or the JSE (including, with such other Parties in filing such amendment or supplement with respect to the SEC andJSE, if appropriate, in mailing such for amendment or supplement to Parent’s stockholders. No the Proxy Statement) or for additional information, (B) file with the SEC, as promptly as practicable after receipt of the requisite FinSurv approvals (and in any event no later than 2 Business Days thereafter) and (C) concurrently with such filing ofwith the SEC, or amendment or supplement toas promptly as reasonably practicable (and in any event within five Business Days) thereafter, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the definitive Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries be mailed; provided that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay the Company be required to file or cause mail the postponement of such meeting under any applicable Law)Proxy Statement prior to the No-Shop Period Start Date.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. (b) In furtherance of Parent’s preparation of the Proxy Statement, the Company shall afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, reasonable access during normal business hours to all their respective properties, books, contracts, commitments, personnel and records, and the Company shall furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. All information so exchanged shall be subject to the Confidentiality Agreement. (c) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bed) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)stockholders.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementClosing Date and subject to Section 4.2(d), Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Matters (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its reasonable best efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. Parent shall not file the Proxy Statement, or any amendment or supplement thereto, or respond to SEC comments or requests, without providing the Company a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by Parent). (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable best efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity (A) become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate and consult with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Parent stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (bd) The Parties shall reasonably cooperate and consult with each other and provide, and require shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following . If at any time the final determination of information provided in Proxy Statement has or will become “stale” and new information should, as determined by Parent Net Cash at acting reasonably, be disclosed in an amendment or supplement to the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm)Proxy Statement, then Parent and shall promptly inform the Company thereof and each such Party shall mutually agree on cooperate and consult with one another, and shall use reasonable best efforts to cause their accounting and other outside professionals to so cooperate and consult, (i) in providing the form financial reporting necessary for such filing and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K ii) in filing such amendment or supplement with the SEC) as early as practicable prior SEC (and, if related to the Proxy Statement, mailing such amendment or supplement to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Lawstockholders).

Proxy Statement. None of the information supplied or to be supplied by ISP Holdings for inclusion or incorporation by reference in the Proxy Statement or the Registration Statement will, (a) As promptly as practicable after in the date case of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Registration Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto it is filed with the SEC or is first mailed to Parent’s stockholdersany other regulatory authority, at the time it becomes effective and at the Effective Date, 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 are made, not misleading. The Company covenants and agrees that , or (b) in the information provided by or on behalf case of the Company to Parent for inclusion in Proxy Statement, at the time it is filed with the SEC or any other regulatory authority, at the time of the mailing of the Proxy Statement (including or any amendment or supplement thereto, at the Company Audited Financial Statements or time of the Company Interim Financial Statementsmeetings of the stockholders to which the Proxy Statement relates and at the Effective Date, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding If at any time prior to the foregoing, Parent makes no covenant, representation or warranty Effective Date any event with respect to statements made in the Proxy Statement (ISP Holdings, its officers and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company directors or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement subsidiaries (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company ISP and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement subsidiaries) should occur which is required to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed described in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ISP. The Proxy Statement and any other SEC filing will be made by Parentcomply (with respect to ISP Holdings) in all material respects, in as to form, with the applicable requirements of each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent Exchange Act and the Company shall mutually agree on Securities Act and the form respective rules and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)regulations thereunder.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementWSB shall provide to Umpqua such information with respect to WSB, the Parties shall prepareWSB Banks and their respective businesses and such assistance as may be reasonably necessary to permit Umpqua to file with the SEC a registration statement (the "S-4 Registration Statement") covering the issuance of the shares of Umpqua Common Stock required hereby (including a proxy statement to be used by Umpqua and WSB to solicit proxies from the shareholders of Umpqua and WSB for shareholder meetings at which those shareholders will be asked to consider and vote on this Agreement and the Holding Company Plan of Merger, and Parent shall cause the transactions contemplated hereby and thereby (in its combined, definitive form, the "Proxy Statement")). WSB agrees, as to itself and any WSB Subsidiary, that none of the information supplied or to be filed with supplied by it or any WSB Subsidiary for inclusion or incorporation by reference in (i) the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy S-4 Registration Statement will notwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement or and any amendment or supplement thereto is filed will, at the date of mailing to stockholders and at the times of the meetings of stockholders of WSB and Umpqua to be held in connection with the SEC or is first mailed to Parent’s stockholdersHolding Company Merger, 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 Company covenants WSB and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) Umpqua will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information previously supplied or to be filed with the SEC, the Proxy Statement. supplied by Parent covenants and agrees that for inclusion in the Proxy Statement will not, shall not contain at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC and at the time it becomes effective under the Securities Act, any untrue statement of a material fact or is first mailed omit to Parent’s stockholdersstate any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the time it becomes effective, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereintherein not misleading, except to the extent that information provided to the Parent by the Company is contained therein and such information, as provided to the Parent by the Company, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in light of order to make the circumstances under which they were made, statements therein not misleading. The Company covenants and agrees that the information provided to be supplied by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including to be delivered to Parent’s stockholders in connection with the Company Audited Financial Statements or Parent Stockholders’ Meeting shall not contain, on the Company Interim Financial Statementsdate the Proxy Statement is first mailed to Parent’s stockholders, as and at the case may be) will not contain time of the Parent Stockholders’ Meeting, 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 such information the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, Parent makes no covenant, representation ; or warranty with respect omit to statements made in the Proxy Statement (and the letter state any material fact necessary to stockholders, notice of meeting and form of proxy included therewith), if any, based on information correct any statement provided by or on behalf of the Company or Parent in any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than earlier communication with respect to the information provided by or on behalf solicitation of the Company or any of its Representatives proxies for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and which has become false or misleading. If at any time prior to the Effective Time, any event relating to Parent or any of its Affiliates, officers or managers should be discovered by Parent which should be set forth in no event a supplement to the Proxy Statements, Parent shall this delay or cause the postponement of such meeting under any applicable Law)promptly inform Company.

Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a proxy statement and related materials with respect to the Merger and the other transactions contemplated hereby (collectively, including all amendments or supplements thereto, the “Proxy Statement”). Parent covenants and agrees The Company shall ensure that the Proxy Statement will not, at complies as to form in all material respects with the time applicable provisions of the Exchange Act. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of all written comments, and advise Parent of all oral comments, with respect to the Proxy Statement received from the SEC. If, at any time prior to the Effective Time, any information relating to the Company, its Subsidiaries or any of their respective officers or directors should be discovered by Parent or the Company that should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholders, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees , then the party that discovers such information shall promptly notify the information provided other party hereto and, to the extent required by or on behalf of Law, the Company shall promptly file with the SEC and disseminate to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements its shareholders an appropriate amendment or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make supplement describing such information not misleadinginformation. Notwithstanding the foregoing, Parent makes no covenant, representation prior to filing or warranty with respect to statements made in mailing the Proxy Statement (and the letter or any amendment or supplement thereto) or responding to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf any comments of the Company or any of its Representatives for inclusion thereinSEC with respect thereto, and the Company makes no covenant, representation or warranty shall (i) provide Parent with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Parent proposes. On the Proxy Statementdate of their filing or delivery, including the Company shall provide Parent with a copy of all amendments and supplements thereto, prior to the filing thereof with the SECsuch filings with, and on the response to any comments of the SEC on the Proxy Statementall such responses delivered to, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, no filing of amendment or supplement (including by incorporation by reference) to the Proxy Statement to comply with shall be made without the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments approval of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. Xxxxxxx shall prepare and file with the SEC (awith appropriate requests for confidential treatment, unless the parties hereto otherwise agree) As under the Exchange Act, a proxy statement and form of proxies (such proxy statement and form of proxy, together with any amendments to supplements thereto, the "Proxy Statement") relating to the stockholder meeting of Xxxxxxx and the vote of the stockholders of Xxxxxxx with respect to this Agreement (the "Xxxxxxx Stockholders Meeting"). Xxxxxxx and RMSI will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Xxxxxxx, on the one hand, and RMSI, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement. Xxxxxxx shall use its reasonable best efforts, and RMSI will cooperate with them, to have the Proxy Statement cleared with the SEC as promptly as practicable after practicable. Each of Xxxxxxx and RMSI, agrees promptly to correct any information provided by it for use in the date of this Agreement, Proxy Statement if and to the Parties extent that such information shall preparehave become false or misleading in any material respect, and Parent shall each of the parties hereto further agrees to 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 the SECSEC and to be disseminated to Xxxxxxx'x stockholders, in each case as and to the Proxy Statementextent required by applicable federal and state securities laws and the DGCL. Parent covenants Each of Xxxxxxx and RMSI agrees that the information provided by it for inclusion in the Proxy Statement will notand each amendment or supplement thereto, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersof mailing thereof, contain will not include any untrue statement of a material fact or omit to state any a 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 Company covenants Each of Xxxxxxx and agrees that RMSI will advise the information provided other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or on behalf of correspondence or communication from the Company SEC with respect to Parent for inclusion in the Proxy Statement (including ii) any responses thereto and (iii) notice of the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in time when the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company has been cleared or any of its Representatives for inclusion thereinsupplement or amendment has been filed, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware issuance of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsstop order. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the Closing Date (and in any event within thirty (30) days of the date of this Agreement), Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholder Meeting to be held in connection with the Conversion Proposal and Charter Amendment Proposal (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its reasonable best efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. . (b) Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting, and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable best efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the definitive Proxy Statement to be filed, and mailed to Parent’s stockholders stockholders, as promptly as practicable after the resolution preliminary Proxy Statement had been filed with the SEC pursuant to Section 5.1(a) and either (i) the SEC has indicated that it does not intend to review such Proxy Statement or that its review of such Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since such Proxy Statement was filed with the SEC staff comments without receiving any communication from the SEC commenting upon, or indicating that it intends to review, such Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If Parent, Merger Sub 1, Merger Sub 2, or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Parent stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (bd) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination Company Holders of shares of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result Preferred Stock are express third party beneficiaries of the mutual agreement terms of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)Section 5.1.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent MTS shall cause to be filed with the SEC, the Proxy Statement. Parent MTS covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to ParentMTS’s stockholders, shareholders 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent MTS for inclusion in the Proxy Statement (including the Company Audited Financial Statements Financials, description of the Company’s business, risk factors and any other disclosure deemed required or advisable by the Company Interim Financial Statements, as the case may beParties) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent MTS makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its their Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments . Each of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Parties shall use make commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of by the SEC or its staffCompanies Law and regulations promulgated thereunder. Parent MTS shall use make commercially reasonable efforts to cause the Proxy Statement to be mailed to ParentMTS’s stockholders as promptly as practicable after shareholders in accordance with the resolution of applicable rules and regulations promulgated by the SEC staff comments and under the filing of the Definitive Proxy StatementCompanies Law and regulations promulgated thereunder. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If ParentMTS, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to ParentMTS’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties Zordich shall prepare, and Parent shall cause following receipt of the Company Audited Financial Statements, file with the SEC a proxy statement relating to the Zordich Stockholder Meeting to be filed held in connection with the SECMerger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of the Parties shall reasonably cooperate with the other party and furnish, and cause its Representatives to furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Proxy Statement. Parent Without limiting the foregoing, each of Zordich and the Company will use commercially reasonable efforts to cause to be delivered to Zordich and the Company a letter of such company’s independent accounting firm, dated no more than two (2) Business Days before the date on which the definitive Proxy Statement is filed with the SEC (and reasonably satisfactory in form and substance to Zordich and the Company), that is customary in scope and substance for letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement. (b) Zordich covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities laws and the DGCL, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided supplied by or on behalf of the Company Company, concerning itself or its Affiliates, to Parent Zordich for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent neither party makes no any covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other party or on behalf of the Company its Subsidiaries or any of their Representatives regarding such other party or its Representatives Affiliates, for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement . (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent c) Zordich shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to ParentZordich’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If ParentZordich, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Zordich filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Zordich stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (bd) The Parties Company shall reasonably cooperate with each other Zordich and provide, and require their respective cause its Representatives to provide, the other Party Zordich and its Representatives, with all true, correct and complete information regarding such Party the Company or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party Zordich to be included in the Proxy Statement. (ce) Following As promptly as reasonably practicable following the final determination date of Parent Net Cash at this Agreement (i) the Anticipated Company will furnish to Zordich audited financial statements for each of its fiscal years required to be included in the Proxy Statement (the “Company Audited Financial Statements”) and (ii) the Company will furnish to Zordich unaudited interim financial statements for each interim period completed prior to Closing Date that would be required to be included in the Proxy Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company Audited Financial Statements and the Company Interim Financial Statements, and all financial statements of Zordich to be included in the Proxy Statement, will be suitable for inclusion in the Proxy Statement and prepared in accordance with Section 1.6 GAAP as applied on a consistent basis (either unless otherwise noted therein throughout the periods indicated) during the periods involved (except as a result may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the mutual agreement SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) and on that basis will present fairly, in all material respects, the financial position and the results of operations, and cash flows of the parties Company or the determination of the Accounting Firm)Zordich, Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as applicable, as of the Anticipated Closing Datedates of and for the periods referred to therein. (f) Prior to the Effective Time, which Zordich shall use commercially reasonable efforts to ensure that the Parties issuance of the Zordich Common Stock in the Merger will be exempt from registration pursuant to Section 4(2) of the Securities Act and from registration or qualification requirements under applicable state securities laws. (g) Each Party shall cause bear its own fees and expenses in connection with preparation of the Proxy, solicitation of proxies and the Zordich Shareholder Meeting. Zordich shall retain, and be responsible for the fees and expenses of, a nationally-recognized proxy solicitor, to be publicly disclosed (and which Parent shall file on Form 8-K retained in connection with the SEC) as early as practicable prior to solicitation of proxies for the Parent Stockholders’ Meeting (Zordich Shareholder Meeting. Zordich shall also be responsible for all filing fees and printing, mailing and other costs incurred in no event shall this delay or cause connection with preparation and filing of the postponement Proxy with the SEC and the solicitation of such meeting under any applicable Law)proxies for the Zordich Shareholder Meeting.

Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a proxy statement and related materials with respect to the Merger and the other transactions contemplated hereby (collectively, including all amendments or supplements thereto, the “Proxy Statement”). Parent covenants and agrees The Company shall ensure that the Proxy Statement will not, at complies as to form in all material respects with the time applicable provisions of the Exchange Act. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of all written comments, and advise Parent of all oral comments, with respect to the Proxy Statement received from the SEC. If, at any time prior to the Effective Time, any information relating to the Company, any of its Subsidiaries or any of their respective officers or directors should be discovered by Parent or the Company that should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholders, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees , then the party that discovers such information shall promptly notify the information provided other party hereto and, to the extent required by or on behalf of Law, the Company shall promptly file with the SEC and disseminate to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements its shareholders an appropriate amendment or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make supplement describing such information not misleadinginformation. Notwithstanding the foregoing, Parent makes no covenant, representation prior to filing or warranty with respect to statements made in mailing the Proxy Statement (and the letter or any amendment or supplement thereto) or responding to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf any comments of the Company or any of its Representatives for inclusion thereinSEC with respect thereto, and the Company makes no covenant, representation or warranty shall (i) provide Parent with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Parent proposes. On the Proxy Statementdate of their filing or delivery, including the Company shall provide Parent with a copy of all amendments and supplements thereto, prior to the filing thereof with the SECsuch filings with, and on the response to any comments of the SEC on the Proxy Statementall such responses delivered to, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, no amendment or supplement (including by incorporation by reference) to the Proxy Statement to comply with shall be made without the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments approval of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As Subject to applicable Law, as promptly as reasonably practicable after the date of this Agreement, SEC or its staff advises that it has no further comments on the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement or that the SEC, Company may commence mailing the Proxy Statement. Parent covenants and agrees that , the Company shall use its reasonable best efforts to cause the Proxy Statement will notto be mailed to the shareholders of the Company. No filing of, at or amendment or supplement to the time Proxy Statement shall be made by the Company, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company, without providing Parent a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Proxy Statement or any such response comments reasonably proposed by Parent. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholdersProxy Statement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, mailed to the shareholders of the Company. The Company covenants and agrees that the information provided by or on behalf shall notify Parent promptly of the Company receipt of any comments from the SEC or the staff of the SEC with respect to Parent for inclusion in the Proxy Statement (including and of any request by the Company Audited Financial Statements SEC or the Company Interim Financial Statements, as staff of the case may be) will not contain any untrue statement of a material fact SEC for amendments or omit supplements to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (or for additional information. The Company shall respond promptly to any comments or requests from the SEC or the staff of the SEC and the letter to stockholders, notice shall supply Parent with copies of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of all correspondence between the Company or any of its Representatives for inclusion thereinRepresentatives, on the one hand, and the Company makes no covenantSEC or the staff of the SEC, representation or warranty with respect to statements made in on the Proxy Statement (and the letter to stockholdersother hand, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable reasonably practicable, and in any event within twenty (20) Business Days, after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is a Change of Recommendation in accordance with Section 5.2, the Proxy StatementStatement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the “Company Recommendation”). Parent covenants and The Company agrees that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting: (i) the Proxy Statement will not, at comply in all material respects with the time applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will 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 ; provided, that no representation or warranty is made by the Company covenants and agrees that with respect to statements made or incorporated by reference therein to the extent based on information provided supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in specifically for inclusion or incorporation by reference in the Proxy Statement. Parent agrees to provide or cause to be provided all information with respect to itself, its Subsidiaries and its Representatives as may be reasonably requested by the Company to Parent for inclusion in the Proxy Statement (including Statement, and that, at the date of mailing to stockholders of the Company Audited Financial Statements and at the time of the Stockholders Meeting, none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Company Interim Financial Statements, as the case may be) Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, Parent makes that no covenant, representation or warranty is made by either Parent or Merger Sub with respect to statements made in or incorporated by reference therein to the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, extent based on information provided supplied by or on behalf of the Company or any Affiliate of its Representatives the Company specifically for inclusion thereinor incorporation by reference in the Proxy Statement. (b) The Company shall promptly, following its or its legal counsel’s receipt thereof, inform Parent of any and all comments (written or oral) of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information, and the Company makes no covenant, representation or warranty with respect shall promptly provide to statements made in Parent copies of all correspondence between the Proxy Statement (Company and/or any of its Representatives and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than SEC with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. Each of the Company and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. Statement, as so corrected (b) The Parties shall reasonably cooperate with each other and provideif applicable), and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement or reasonably requested as provided in this Section 5.3(b), mailed to the stockholders of the Company, in each case as and to the extent required by the other Party Exchange Act. The Company shall cause the definitive Proxy Statement to be included in mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Following Subject to applicable Law, prior to filing or mailing the final determination of Parent Net Cash at the Anticipated Closing Date Proxy Statement or filing any other required filings (or, in accordance with Section 1.6 (either as a result each case, any amendment or supplement thereto) or responding to any comments of the mutual agreement of the parties or the determination of the Accounting Firm)SEC with respect thereto, Parent and the Company shall mutually agree provide Parent with a reasonable opportunity to review and comment on the form such document or response and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and include in no event shall this delay such document or cause the postponement of such meeting under any applicable Law)response comments reasonably proposed by Parent.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementWSB shall provide to Umpqua such information with respect to WSB, the Parties shall prepareWSB Banks and their respective businesses and such assistance as may be reasonably necessary to permit Umpqua to file with the SEC a registration statement (the “S-4 Registration Statement”) covering the issuance of the shares of Umpqua Common Stock required hereby (including a proxy statement to be used by Umpqua and WSB to solicit proxies from the shareholders of Umpqua and WSB for shareholder meetings at which those shareholders will be asked to consider and vote on this Agreement and the Holding Company Plan of Merger, and Parent shall cause the transactions contemplated hereby and thereby (in its combined, definitive form, the “Proxy Statement”)). WSB agrees, as to itself and any WSB Subsidiary, that none of the information supplied or to be filed with supplied by it or any WSB Subsidiary for inclusion or incorporation by reference in (i) the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy S-4 Registration Statement will notwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement or and any amendment or supplement thereto is filed will, at the date of mailing to stockholders and at the times of the meetings of stockholders of WSB and Umpqua to be held in connection with the SEC or is first mailed to Parent’s stockholdersHolding Company Merger, 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 Company covenants WSB and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) Umpqua will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this AgreementClosing Date, Parent shall prepare and file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Matters (together with any amendments thereof or supplements thereto, the Parties shall prepare, and “Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to be filed comply with applicable rules and regulations promulgated by the SEC, SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. . (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will not, at the time the Proxy Statement or any amendment or supplement thereto is filed (i) comply as to form in all material respects with the SEC or is first mailed to Parent’s stockholdersrequirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement . (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bec) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC staff comments without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities Laws and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1DGCL. If the Company, Parent, First Merger Sub, Second Merger Sub or the Company Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law)stockholders.

Proxy Statement. (a) As promptly soon as practicable after the date of hereof, but in no event later than twenty (20) days after the date hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and Delaware Law. Each of the Company, Parent and Merger Sub shall use all commercially reasonable efforts to cooperate to prepare and file with the Parties shall prepare, SEC the Proxy Statement and Parent shall cause all other documents that may be required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). (b) Promptly after its preparation and prior to its filing with the SEC, the Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy StatementStatement or Other Filings, and any amendment or supplement to the Proxy Statement or Other Filings, and shall include in such documents comments reasonably proposed by Parent to the extent such comments relate specifically to statements made with respect to Parent or its Affiliates, and otherwise shall give reasonable consideration to such comments. (c) The Company shall give Parent notice and copies of any comments on the Proxy Statement or Other Filings received from the SEC, and shall promptly respond to SEC comments after consultation with Parent. Parent covenants and agrees shall use all commercially reasonable efforts to respond as promptly as practicable to the Company regarding such SEC comments. (d) If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings, so that the Proxy Statement will not, at or the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees , the party that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother parties, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then describing such Party, as the case may be, information shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement be filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. ‌ (a) As promptly soon as practicable after the date of hereof, but in no event later than twenty (20) days after the date hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (together with all amendments and supplements thereto, the "Proxy Statement") relating to the Merger and this Agreement. The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and Delaware Law. Each of the Company, Parent and Merger Sub shall use all commercially reasonable efforts to cooperate to prepare and file with the Parties shall prepare, SEC the Proxy Statement and Parent shall cause all other documents that may be required to be filed by such party in connection with the transactions contemplated hereby (the "Other Filings"). (b) Promptly after its preparation and prior to its filing with the SEC, the Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy StatementStatement or Other Filings, and any amendment or supplement to the Proxy Statement or Other Filings, and shall include in such documents comments reasonably proposed by Parent to the extent such comments relate specifically to statements made with respect to Parent or its Affiliates, and otherwise shall give reasonable consideration to such comments. (c) The Company shall give Parent notice and copies of any comments on the Proxy Statement or Other Filings received from the SEC, and shall promptly respond to SEC comments after consultation with Parent. Parent covenants and agrees shall use all commercially reasonable efforts to respond as promptly as practicable to the Company regarding such SEC comments. (d) If at any time prior to the Company Stockholders' Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement or the Other Filings, so that the Proxy Statement will not, at or the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees , the party that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother parties, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then describing such Party, as the case may be, information shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement be filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties Company shall prepareprepare and file with the Commission preliminary proxy materials which shall constitute the preliminary Proxy Statement in connection with the sale of the Shares. As promptly as practicable after comments are received from the Commission with respect to the preliminary proxy materials, the Company shall file with the Commission the definitive Proxy Statement, which Proxy Statement shall comply in all material respects with the applicable requirements of the Exchange Act and Securities Act, respectively, and Parent the applicable rules and regulations of the Commission thereunder. (i) The Company shall cause the Proxy Statement to be filed mailed to its stockholders and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. (ii) The Company warrants that the information provided (or incorporated by reference to filings made with the SEC, Commission by the Company) in the Proxy Statement. Parent covenants and agrees that , on the date the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or Commission and on the date it is first mailed to Parent’s the Company's stockholders, 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 Company covenants and agrees that the information provided by or on behalf shall notify Purchasers promptly of the Company receipt of any comments by the Commission and of any request by the Commission for amendments or supplements to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including or for additional information, and shall supply one another with copies of all amendments and supplements thereto, correspondence with the Commission with respect to any of the foregoing. If at any time prior to the filing thereof with the SEC, and on the response meeting of Stockholders to any comments consider sale of the SEC on the Proxy StatementShares, prior any event should occur relating to the filing Company, its subsidiaries or submission thereof with any of their respective affiliates, directors or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, officers which should be disclosed described in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform the other Parties thereof and shall cooperate with such other Parties Purchasers. Whenever any event occurs which should be described in filing such an amendment or supplement to the Proxy Statement, the Company shall, upon learning of such event, cooperate promptly to file and clear with the SEC Commission and, if appropriateapplicable, in mailing mail such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent stockholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. . (iii) The Company shall use its best efforts to obtain approval for quotation on the Nasdaq National Market, upon official notice of issuance, of the Common Stock to be issued upon conversion of the Shares. (iv) The Company shall make all necessary filings with respect to the sale of Shares under the Securities Act and Parent the Exchange Act and the rules and regulations thereunder and under applicable blue sky or similar laws and shall each use commercially their reasonable efforts to cause the Proxy Statement to comply obtain required approvals and clearances with applicable federal and state securities laws requirementsrespect thereto. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As promptly as practicable after the date of this Agreement (and in any event, no later than thirty (30) days after the date of this Agreement, or such other date as may be agreed by the Parties parties), the parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or and/or the Company Interim Financial Statements as included on the Company Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.15.6, including that the Company shall use reasonable best efforts to promptly provide the financial statements required for inclusion in the Proxy Statement under applicable securities law and the rules and regulations of the SEC. If Parent, Merger Sub Transitory Subsidiary or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).

Proxy Statement. (a) As Subject to Section 4.2, as promptly as reasonably practicable after following the date of this Agreementhereof, the Parties Company shall prepareprepare and file with the SEC the Proxy Statement, which shall include the Recommendation and shall promptly notify Parent of the receipt of all written comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, provide to be filed with the SEC, Company such information as the Company may reasonably request for inclusion in the Proxy Statement. Subject to Section 4.2, the Company and Parent covenants shall each use its commercially reasonable efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and agrees the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or would not include any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The , the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company covenants with the SEC and agrees that the information provided disseminated by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements. (b) The Parties shall reasonably cooperate with each other and provide, and require their respective Representatives to provide, the other Party and its Representatives, with all true, correct and complete information regarding such Party or its Subsidiaries that is required by Law to be included in the Proxy Statement or reasonably requested by the other Party to be included in the Proxy Statement. (c) Following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), Parent and the Company shall mutually agree on the form and substance of a press release setting forth the anticipated Exchange Ratio as of the Anticipated Closing Date, which the Parties shall cause to be publicly disclosed (and which Parent shall file on Form 8-K with the SEC) as early as practicable prior to the Parent Stockholders’ Meeting (and in no event shall this delay or cause the postponement of such meeting under any applicable Law).