Common use of SEC Filings; Other Actions Clause in Contracts

SEC Filings; Other Actions. (a) As promptly as practicable after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof), the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ in connection with the filing and distribution of the Proxy Statement and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable (and in no event later than 20 Business Days) after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)Agreement, the Company shall prepare and file a preliminary version of the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In additionParent and Merger Sub, if required pursuant and their counsel, shall be given a reasonable opportunity to review the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance Proxy Statement before it is filed with the requirements of the applicable Company Warrants. Each of Parent SEC, and the Company shall furnish give due consideration to any reasonable additions, deletions or changes suggested thereto by Parent and Merger Sub or their counsel. The Company shall use all information reasonable best efforts to respond as may be reasonably requested promptly as practicable to comments by the other party SEC staff in connection with any such action and the preparation, filing and distribution respect of the Notice 8-K Proxy Statement and to have the Proxy Statement cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such initial filing. The Company shall provide Parent and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Proxy Statement, in each case as promptly as practicable (and in any event within 48 hours) after receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub Parent and their its counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, responses and the Company shall consider in good faith give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and incorporate all comments reasonably proposed by Parent, its counsel. Parent and Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ furnish all information that is customarily included in a proxy statement prepared in connection with the filing and distribution transactions of the Proxy Statement type contemplated by this Agreement concerning themselves and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement their Affiliates as promptly as practicable after receipt thereof and to the date hereof. (b) The Company shall cause the definitive Proxy Statement in definitive form to be cleared by filed with the SEC and mailed to the Company's ’s stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to after the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file has been filed with the SEC and, if any such correction is made following pursuant to Section 5.4(a) and cleared by the mailing of the Proxy Statement, mail to SEC and its stockholders an amendment or supplement setting forth such correction, as and to the extent required by staff under the Exchange Act. The Company For purposes of the prior sentence, the Proxy Statement shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) be deemed to be “cleared by the SEC” on (i) notify Parent of the receipt of any comments date that is 10 calendar days (whether written or oralcalculated in accordance with Rule 14a-6(a) from promulgated under the SEC with respect to Exchange Act) after filing the Proxy Statement and any request by in preliminary form if, prior to such date, the SEC for any amendment does not provide comments or affirmatively notify the Company that the SEC will review such preliminary Proxy Statement or (ii) in the event that the SEC affirmatively notifies the Company during such 10-calendar day period that it does not intend to review the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which that the SEC (or the staff of the SEC) confirms that it has completed its review and has no further comments on the Proxy Statement. (c) Subject to the other provisions of this Agreement, as promptly as reasonably practical after the filing of the definitive Proxy Statement with the SEC, the Company shall (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders promptly (but in no event later than 35 days following the date on which the definitive Proxy Statement is first mailed to the Company’s stockholders) for the purpose of obtaining the Company Stockholder Approval (the date “Company Meeting”), and (ii) subject to a Change of Board Recommendation in accordance with Section 5.3, shall include the Company is required Board Recommendation in the Proxy Statement and use all reasonable best efforts to take solicit from its stockholders proxies in favor of the adoption of this Agreement. The Company shall consult with Parent regarding the record date of the Company Stockholders’ Meeting, prior to setting such actionsdate. Notwithstanding anything to the contrary in this Agreement, the "Proxy Date"Company may adjourn, recess, or postpone, and at the request of Parent (on no more than two occasions) it shall adjourn, recess or postpone, the Company Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or to obtain the Company Stockholder Approval (provided, that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than five (5) Business Days each (not to exceed 10 Business Days in the aggregate)). The Company shall convene and hold may also postpone or adjourn the Company Meeting as promptly as practicable after from time to time (i) with the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of ParentParent (not to be unreasonably withheld, other than to the extent required conditioned or delayed), (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff Company Board has instructed the Company determined in good faith after consultation with outside legal counsel is necessary under applicable Law or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's ’s stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received required by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4applicable Law. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection provide Parent with the Company Meeting are solicited in compliance with all applicable Law. The Company shallperiodic updates (including voting reports) concerning proxy solicitation results, upon the reasonable request of as reasonably requested by Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after following the execution date of this Agreement (and and, in any event, within fifteen (15) Business Days following the date hereof), the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to Business Days after the anticipated Closing Datedate of this Agreement), the Company shall prepare and file the Notice 8-K in accordance Company, with the requirements of the applicable Company Warrants. Each assistance of Parent and the Company shall furnish all information as may Merger Sub, will prepare and cause to be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, the Proxy Statement and the Company shall consider in good faith Schedule 13E-3. Parent and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The shall promptly furnish all information as the Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ may reasonably request in connection with such actions and the filing and distribution preparation of the Proxy Statement and the Notice 8-KSchedule 13E3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company, with the assistance of, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company after consultation with, Parent and Merger Sub, shall use its reasonable best efforts to resolve(a) respond, and each party agrees as promptly as reasonably practicable, to consult and cooperate with any comments received from the other party in resolving, all staff of the SEC comments with respect to such filings of the Proxy Statement and the Schedule 13E-3, (b) prepare and file, as promptly as reasonably practicable, any amendments or supplements necessary to be filed in response to any such comments or as required by applicable Law, (c) have cleared by the staff of the SEC the Proxy Statement and the Schedule 13E-3 and (d) to the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and distribute to the stockholders any supplement or amendment to the Proxy Statement as promptly as practicable after receipt thereof and to cause or the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders Schedule 13E-3 if any event shall occur as promptly as reasonably practicable following filing with after the date the Proxy Statement is cleared by the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon promptly as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any oral or written comments (whether written or oral) from the SEC with respect relating to the Proxy Statement Statement. The Company will reasonably cooperate and any request by provide Parent with a reasonable opportunity to review and comment on the SEC for any amendment to draft of the Proxy Statement (including each amendment or supplement thereto), and shall provide Parent with a reasonable opportunity to review and comment in good faith on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and (ii) replies to comments of the SEC, prior to filing such with or sending such to the SEC, and shall provide Parent with copies of all written such filings made and correspondence between with the Company and its Representatives, on the one hand, and the SEC, on the other hand, SEC with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Datethereto; provided, however, that (a) nothing in no event this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change in Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company)Recommendation; provided, however further, that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournmentno representation, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meetingwarranty, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date covenant or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date agreement is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received made by the Company with respect to information supplied by Parent, Merger Sub, the adoption Rollover Stockholders or their respective Affiliates or Representatives for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3. (b) Notwithstanding anything herein to the contrary, and subject to compliance with the terms of this AgreementSection 6.2(f), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. If at any time prior to the Stockholders’ Meeting, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the appropriate party with the SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of the Company.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)Agreement, the Company shall prepare and file the preliminary Proxy Statement in preliminary form with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the The Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of provide Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparationMerger Sub, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given counsel, a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are it is filed with the SEC, and the Company shall consider in good faith give due consideration to any reasonable additions, deletions or changes suggested thereto by Parent and incorporate all comments reasonably proposed by Parent, Merger Sub and or their counsel with respect theretocounsel. The Company shall also take any other action required use all reasonable best efforts to be taken under respond as promptly as practicable to comments by the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ SEC staff in connection with the filing and distribution respect of the Proxy Statement and to cause the Notice 8-Kdefinitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Meeting as promptly as practicable after the date of this Agreement, and shall take all necessary actions to set a record date for the solicitation Company Meeting promptly (including conducting “broker searches” in accordance with Rule 14a-13 of proxies from the Company's stockholders under the Proxy StatementExchange Act, and setting a preliminary record date) to accommodate such a mailing date. The Company shall use notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC (the “Staff”) and of any request by the SEC or the Staff for amendments or supplements to the Proxy Statement or for additional information and provide Parent and its reasonable best efforts to resolvecounsel with copies of all correspondence (including written comments) between it or any of its Representatives, on the one hand, and each party agrees to consult and cooperate with the SEC or the Staff, on the other party in resolvinghand, all with respect to the Proxy Statement, this Agreement, the Voting Agreements or the Transactions, including the Merger, and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC comments or the Staff with respect to the Proxy Statement as promptly as practicable after receipt thereof of such comments, and any proposed written or oral responses thereto. The Company shall provide Parent and its counsel a reasonable opportunity to cause review any such responses or filing of, or amendment or supplement to, the Proxy Statement in definitive form or any other SEC filing related to be cleared Parent, Merger Sub, their affiliates or the transactions contemplated by this Agreement (such responses and other SEC filing, an “Other Company Filing”) and the SEC and mailed Company shall give due consideration to the Company's reasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Company shall promptly provide Parent with copies of all such filings, amendments or supplements to the extent not readily publicly available. Parent and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement concerning themselves and their affiliates as promptly as practicable after the date hereof. The Company agrees that all information related to Parent and its affiliates included in the Proxy Statement or Other Company Filing shall be in form and content reasonably satisfactory to Parent. (b) Subject to the other provisions of this Agreement, the Company (i) shall take all action necessary in accordance with the DGCL, the rules of the NYSE, the Company Charter, and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy StatementStatement for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”), mail and (ii) subject to its stockholders an amendment or supplement setting forth such correctiona Change of Board Recommendation in accordance with Section 5.3, as and to shall include the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, Board Recommendation in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment use reasonable best efforts to the Proxy Statement or for additional information and (ii) provide Parent with copies solicit from its stockholders proxies in favor of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; Agreement (including by, in consultation with Parent and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement subject to the stockholders last sentence of record of this Section 5.4(b), postponing or adjourning the Company and Meeting to other stockholders as required by Rule 14a-13 allow additional solicitation of the Exchange Act, as of the Record Date, proxies in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date order to obtain the Company is required to take such actions, the "Proxy Date"Stockholder Approval if necessary). The Company shall convene keep Parent reasonably informed on a reasonably current basis, and hold promptly upon Parent’s request, of the status of its efforts to solicit and obtain the Company Stockholder Approval. The Company shall permit Parent and its Representatives to attend the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall if requested by Parent. The Company may postpone or adjourn the Company Meeting be held later than thirty-five from time to time (35i) calendar days following with the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of ParentParent (not to be unreasonably withheld, other than to the extent required conditioned or delayed), (ii) if a quorum has not been established, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff Company Board has instructed the Company determined in good faith, after consultation with outside legal counsel, is necessary required under applicable Law and for such supplemental or amended disclosure to be disseminated in a manner suitable under applicable Law and reviewed by the Company's ’s stockholders prior to the Company MeetingMeeting (it being understood that such filing and mailing shall occur as promptly as practicable), (iv) to allow reasonable additional time to solicit additional proxies if necessary in order to obtain the Company Stockholder Approval or (v) if required by specific provision of applicable Law. Subject to Section 5.3(d) hereofThe foregoing notwithstanding, the Company Board shall recommend may not, without the prior written consent of Parent (such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoingconsent not to be unreasonably withheld, after the Company Meeting has been convenedconditioned or delayed) or except as expressly required by an Order, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, postpone or adjourn the Company Meeting for a period of more than 10 Business Days on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (any single occasion or, if Parent does not make such request, as determined by in the Companycase of clause (ii); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (iiiii) or (iv), on any occasion, to a date after the earlier of (x) 45 Business Days after the date on which the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the was originally scheduled date of the Company Meeting, and (iiiy) no such adjournment shall be permitted if 10 Business Days before the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company MeetingOutside Date. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without Without the prior written consent of Parent, unless the matters contemplated by the Company Stockholder Vote shall be the only matters (other than matters of procedure and matters required by or advisable under applicable Law to do so be voted on by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement the Company’s stockholders in connection therewith) that the Company shall propose to be voted on by the stockholders of the Company Meeting pursuant to at the prior sentence. If the Record Date is changedCompany Meeting. (c) Notwithstanding a Change of Board Recommendation, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of nonetheless submit this Agreement and shall ensure that all proxies solicited in connection with to the holders of Shares for adoption at the Company Meeting are solicited unless this Agreement is terminated in compliance accordance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days Article 7 prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this AgreementMeeting.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement Agreement, (and in any event, within fifteen (15i) Business Days following the date hereof), the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty Recommendation and (30ii) days prior to the anticipated Closing Date, the Company Parent shall prepare and file the Notice 8-K in accordance with the requirements SEC the Form S-4, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger. Each of Parent and the Company shall use its reasonable best efforts to cause the Form S-4 to be declared effective as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of Parent and the Company shall take all action reasonably required to be taken by it under any applicable Company Warrantssecurities Laws in connection with the issuance of Parent Common Stock. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K Form S-4 and the Proxy Statement. As promptly as reasonably practicable after the Form S-4 shall have become effective, the Company shall cause the Proxy Statement to be mailed to its stockholders as of the record date established for the Company Meeting. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, Merger Sub and their counsel shall no filing of, or amendment or supplement to, the Proxy Statement will be given made by the Company, in each case without providing the other party with a reasonable opportunity to review and comment thereon, and each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, Parent and the Company shall consider in give reasonable and good faith and incorporate all consideration to any comments reasonably proposed made by other party or its counsel. 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 to either the Form S-4 or the Proxy Statement, so that either 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 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 applicable Law, disseminated to the stockholders of the Company. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger Sub for offering or sale in any jurisdiction, and their counsel with respect theretoeach of Parent and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. The Parent and the Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "“blue sky" ” Laws and the rules and regulations thereunder, the DGCL and DGCL, the rules of NASDAQ in connection with the filing and distribution of the Proxy Statement and the Notice 8-Krules of NYSE in connection with the filing and distribution of the Form S-4, and the solicitation of proxies from the Company's ’s stockholders under thereunder. In addition, each party agrees to provide the other party and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or the Proxy StatementStatement promptly after receipt of such comments, and any written or oral responses thereto. The Each party and their respective counsel shall be given a reasonable opportunity to review and comment on any such written responses and each party shall give reasonable and good faith consideration to any comments made by other party or its counsel. (b) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give notice of, and, as soon as practicable following the effectiveness of the Form S-4, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”), with the record date and meeting date of the Company Meeting to be selected after reasonable consultation with Parent, and (ii) subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, shall include the Company Board Recommendation in the Proxy Statement and use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with solicit from its stockholders proxies in favor of the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each adoption of Parent, Merger Sub this Agreement and the Company agree to correct any information provided transactions contemplated hereby (including by it for use in the Proxy Statement which shall have become false postponing or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for adjourning the Company Meeting, the "Record Date") after consultation with Parent, to consider and vote upon (A) the adoption allow additional solicitation of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement proxies in order to the stockholders of record of obtain the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"Stockholder Approval if necessary). The Company shall convene and hold may postpone or adjourn the Company Meeting as promptly as practicable after from time to time (i) with the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than (ii) if a quorum has not been established, (iii) to allow reasonable additional time to solicit additional proxies if necessary in order to obtain the extent required Company Stockholder Approval, (iv) after consultation with Parent, to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed that the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's ’s stockholders prior to the Company Meeting. Subject to Section 5.3(d, or (v) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined required by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable (and in no event later than 20 Business Days) after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)Agreement, the Company shall prepare and file a preliminary version of the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In additionParent and Merger Sub, if required pursuant and their counsel, shall be given a reasonable opportunity to review the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance Proxy Statement before it is filed with the requirements of the applicable Company Warrants. Each of Parent SEC, and the Company shall furnish give due consideration to any reasonable additions, deletions or changes suggested thereto by Pxxxxx and Merger Sub or their counsel. The Company shall use all information reasonable best efforts to respond as may be reasonably requested promptly as practicable to comments by the other party SEC staff in connection with any such action and the preparation, filing and distribution respect of the Notice 8-K Proxy Statement and to have the Proxy Statement cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such initial filing. The Company shall provide Parent and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Proxy Statement, in each case as promptly as practicable (and in any event within 48 hours) after receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub Parent and their its counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, responses and the Company shall consider in good faith give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and incorporate all comments reasonably proposed by Parent, its counsel. Parent and Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ furnish all information that is customarily included in a proxy statement prepared in connection with the filing and distribution transactions of the Proxy Statement type contemplated by this Agreement concerning themselves and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement their Affiliates as promptly as practicable after receipt thereof and to the date hereof. (b) The Company shall cause the definitive Proxy Statement in definitive form to be cleared by filed with the SEC and mailed to the Company's ’s stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to after the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file has been filed with the SEC and, if any such correction is made following pursuant to Section 5.4(a) and cleared by the mailing of the Proxy Statement, mail to SEC and its stockholders an amendment or supplement setting forth such correction, as and to the extent required by staff under the Exchange Act. The Company For purposes of the prior sentence, the Proxy Statement shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) be deemed to be “cleared by the SEC” on (i) notify Parent of the receipt of any comments date that is 10 calendar days (whether written or oralcalculated in accordance with Rule 14a-6(a) from promulgated under the SEC with respect to Exchange Act) after filing the Proxy Statement and any request by in preliminary form if, prior to such date, the SEC for any amendment does not provide comments or affirmatively notify the Company that the SEC will review such preliminary Proxy Statement or (ii) in the event that the SEC affirmatively notifies the Company during such 10-calendar day period that it does not intend to review the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which that the SEC (or the staff of the SEC) confirms that it has completed its review and has no further comments on the Proxy Statement. (c) Subject to the other provisions of this Agreement, as promptly as reasonably practical after the filing of the definitive Proxy Statement with the SEC, the Company shall (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders promptly (but in no event later than 35 days following the date on which the definitive Proxy Statement is first mailed to the Company’s stockholders) for the purpose of obtaining the Company Stockholder Approval (the date “Company Meeting”), and (ii) subject to a Change of Board Recommendation in accordance with Section 5.3, shall include the Company is required Board Recommendation in the Proxy Statement and use all reasonable best efforts to take solicit from its stockholders proxies in favor of the adoption of this Agreement. The Company shall consult with Parent regarding the record date of the Company Stockholders’ Meeting, prior to setting such actionsdate. Notwithstanding anything to the contrary in this Agreement, the "Proxy Date"Company may adjourn, recess, or postpone, and at the request of Parent (on no more than two occasions) it shall adjourn, recess or postpone, the Company Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or to obtain the Company Stockholder Approval (provided, that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than five (5) Business Days each (not to exceed 10 Business Days in the aggregate)). The Company shall convene and hold may also postpone or adjourn the Company Meeting as promptly as practicable after from time to time (i) with the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of ParentParent (not to be unreasonably withheld, other than to the extent required conditioned or delayed), (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff Company Board has instructed the Company determined in good faith after consultation with outside legal counsel is necessary under applicable Law or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's ’s stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received required by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4applicable Law. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection provide Parent with the Company Meeting are solicited in compliance with all applicable Law. The Company shallperiodic updates (including voting reports) concerning proxy solicitation results, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received reasonably requested by the Company with respect to the adoption of this AgreementPxxxxx.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)Agreement, the Company shall use reasonable best efforts to prepare and file the preliminary Proxy Statement a proxy statement with the SECSEC in preliminary form relating to the Company Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”), which shall, subject to a unless the Company Board shall have made an Adverse Recommendation Change of Board Recommendation having been effected in accordance compliance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparationMerger Sub, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel counsel, shall be given a reasonable opportunity to review each and comment on the Proxy Statement, including all amendments and supplements thereto, before it (or such amendment or supplement) is filed with the SEC or disseminating any such documents or any responses relating to such documents to the Company Stockholders, and the Company shall give due consideration in good faith to any additions, deletions or changes suggested thereto by Parent and Merger Sub or their counsel. Parent and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement concerning themselves and their affiliates as promptly as practicable after the date hereof. (b) The Company, Parent and Merger Sub shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (and such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement. The Company shall provide the Parent and Merger Sub with a reasonable opportunity to review and comment on the Notice 8-K before Schedule 13E-3, including all amendments and supplements thereto, prior to filing the Schedule 13E-3 (or such documents are filed amendment or supplement) with the SEC, and the Company shall consider give due consideration in good faith to any additions, deletions or changes suggested thereto by Parent and incorporate all comments reasonably proposed by Parent, Merger Sub and or their counsel with respect thereto. counsel. (c) The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws promptly notify Parent and the rules and regulations thereunder, the DGCL and the rules of NASDAQ in connection with the filing and distribution of the Proxy Statement and the Notice 8-KMerger Sub, and the solicitation of proxies from Parent and Merger Sub shall promptly notify the Company's stockholders under the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (andapplicable, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any all comments (whether written or oral) from the SEC with respect to the Proxy Statement or Schedule 13E-3 and of any request by the SEC for any amendment to the Proxy Statement or supplement thereto or for additional information and (ii) shall reasonably promptly provide Parent the other party and its counsel with copies of all any written correspondence between comments and a summary of any oral comments that such party or any of its Representatives receive from the Company and SEC or its Representatives, on the one hand, and the SEC, on the other hand, staff with respect to the Proxy Statement or the Schedule 13E-3, as applicable, as promptly as practicable after receipt of such comments, and any written or oral responses thereto. Each of the Company, Parent and Merger Sub shall provide the other parties and their respective outside legal counsel with a summary reasonable opportunity to review any such responses and the Company shall give due consideration in good faith to the additions, deletions or changes suggested thereto by Xxxxxx and Xxxxxx Sub and their counsel. Each of the Company, Parent and Merger Sub shall provide the other parties and their respective outside legal counsel and other Representatives a reasonable opportunity to participate in any oral correspondencediscussions or meetings with the SEC with respect to the Proxy Statement or the Schedule 13E-3, as applicable. The Company, Parent and Merger Sub shall use all commercially reasonable efforts to respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement or the Schedule 13E-3, and the Company shall cause the definitive Proxy Statement and Schedule 13E-3 to be mailed to the Company Stockholders as of the record date established for the Company Meeting as promptly as possible after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement (such date, the “SEC Clearance Date”). (bd) The Company agrees, as to itself and its Subsidiaries, that the Proxy Statement will take, comply in accordance all material respects with the applicable Law provisions of the Exchange Act and the Company Charter rules and regulations thereunder. The Company, Parent and Merger Sub agree, as to themselves and their Affiliates, that the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act and the Company Bylaws all action reasonably necessary (i) to establish a record date forrules and regulations thereunder. The Company, duly call Parent and give notice of a meeting of holders Merger Sub shall ensure that none of the issued and outstanding information supplied by it for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will, at the date of mailing to stockholders of the Company Shares (or at the "Company Meeting" and the record date for time of the Company Meeting, 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 "Record Date"statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that (i) the Company assumes no responsibility with respect to consider information supplied by or on behalf of Parent, Merger Sub, their respective Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 and vote upon (ii) Parent and Merger Sub assume no responsibility with respect to information supplied by or on behalf of the Company, its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3. If at any time prior to the Company Meeting, any information relating to the Company, Parent or Merger Sub, or any of their respective Affiliates or its or their respective Representatives, should be discovered by a party, which information should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3, as applicable, so that either the Proxy Statement or Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall as promptly as practicable following such discovery notify the other party or parties (as the case may be) and after such notification, as and to the extent required by applicable Law, (A) the adoption Company shall promptly prepare (with the assistance of Parent and Merger Sub as provided for in this Agreement; and Section 5.13) an amendment or supplement to the Proxy Statement, (B) the Company, Parent and Merger Sub shall promptly prepare an amendment or supplement to the Schedule 13E-3 and/or (C) the Company shall cause the Proxy Statement or Schedule 13E-3 as so amended or supplemented to be filed with the SEC and to be disseminated to its stockholders. (e) Unless this Agreement is terminated in accordance with its terms, the Company shall (i) as promptly as reasonably practicable take all action necessary in accordance with the DGCL, the Company Organizational Documents to duly call, give notice of, convene and hold a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under meeting of the Exchange Act; and Company Stockholders as promptly as reasonably practicable after the SEC Clearance Date (ii) mail which meeting shall in no event be scheduled initially for a date that is later than the 35th day following the first mailing of the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent), other than for the purpose of obtaining the Company Stockholder Approval and the Amendment Approval (the “Company Meeting”), and (ii) subject to an Adverse Recommendation Change in compliance with Section 5.3, shall include the Company Board Recommendation in the Proxy Statement and use all commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of the adoption of this Agreement and the Merger Transactions, and obtain the Company Stockholder Approval, and shall not postpone or adjourn the Company Meeting, except to the extent required advised by counsel to be necessary to comply with Law or pursuant to the following sentence. The Company may postpone or adjourn the Company Meeting from time to time (A) with the consent of Parent, (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff Company Board (after consultation with outside legal counsel) has instructed the Company determined in good faith is necessary under applicable Law or advisable and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders Company Stockholders prior to the Company Meeting. Subject , (C) to Section 5.3(d) hereofsolicit additional proxies, if the Company Board shall recommend such adoption reasonably believes there will be insufficient shares of this Agreement and include capital stock of the Company Board Recommendation represented (either in person or by proxy) to constitute a quorum necessary either to conduct the Proxy Statement. Notwithstanding the foregoing, after business of the Company Meeting has been convened, or to obtain the Company shall, upon the request of Parent, and Stockholder Approval (it being understood that the Company may, if Parent does may not make such request, postpone or adjourn the Company Meeting on one more than two (2) occasions or for more occasions than two (2) months in the aggregate pursuant to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined Section 5.13(e) without Parent’s prior written consent) or (D) if required by Parent (or, if Parent does not make such request, as determined by the Company)Law; provided, however however, that (i) no such postponement or adjournment shall not exceed fifteen delay the Company Meeting by more than ten (1510) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally prior-scheduled date of or to a date on or after the Company Meeting, and fifth (iii5th) no such adjournment shall be permitted if Business Day preceding the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Outside Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use provide Parent and Merger Sub with a reasonable best efforts opportunity to solicit proxies review drafts of any documents related to the Company Meeting and will consider in favor of the adoption of this Agreement good faith any comments provided by Xxxxxx and shall ensure that all proxies solicited Merger Sub or their counsel in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreementsuch review.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after following the execution date of this Agreement (and and, in any event, within fifteen (15) Business Days following the date hereof), the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to Business Days after the anticipated Closing Datedate of this Agreement), the Company shall Company, with the assistance of Parent and Merger Sub, will prepare and file cause to be filed with the Notice 8-K SEC, the Proxy Statement and the Schedule 13E-3. Parent and Merger Sub shall promptly furnish all information as the Company may reasonably request in accordance connection with such actions and the preparation of the Proxy Statement the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws Act and the rules and regulations promulgated thereunder. The Company, the DGCL and the rules of NASDAQ in connection with the filing and distribution of the Proxy Statement and the Notice 8-Kassistance of, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company after consultation with, Parent and Merger Sub, shall use its reasonable best efforts to resolve(a) respond, as promptly as reasonably practicable, to any comments received from the staff of the SEC with respect to such filings of the Proxy Statement and the Schedule 13E-3, (b) prepare and file, as promptly as reasonably practicable, any amendments or supplements necessary to be filed in response to any such comments or as required by applicable Law, (c) have cleared by the staff of the SEC the Proxy Statement and the Schedule 13E-3, and each party agrees (d) to consult the extent required by applicable Law, as promptly as reasonably practicable, prepare, file and cooperate with distribute to the other party in resolving, all SEC comments with respect stockholders any supplement or amendment to the Proxy Statement as promptly as practicable after receipt thereof and to cause or the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders Schedule 13E-3 if any event shall occur as promptly as reasonably practicable following filing with after the date the Proxy Statement is cleared by the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon promptly as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any written comments (whether written or oral) from the SEC with respect relating to the Proxy Statement Statement. The Company will reasonably cooperate and any request by provide Parent with a reasonable opportunity to review and comment on the SEC for any amendment to draft of the Proxy Statement (including each amendment or supplement thereto), and shall provide Parent with a reasonable opportunity to review and comment in good faith on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and (ii) replies to comments of the SEC, prior to filing such with or sending such to the SEC, and shall provide Parent with copies of all written such filings made and correspondence between with the Company and its Representatives, on the one hand, and the SEC, on the other hand, SEC with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Datethereto; provided, however, that (a) nothing in no event this Section 7.1 shall limit or preclude the Board or the Special Committee from effecting a Change of Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company)Recommendation; provided, however further, that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournmentno representation, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meetingwarranty, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date covenant or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date agreement is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received made by the Company with respect to information supplied by Parent, Merger Sub, the adoption Rollover Shareholders, Ruili Group, or their respective Affiliates or Representatives for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3. (b) Notwithstanding anything herein to the contrary, and subject to compliance with the terms of this AgreementSection 6.2(f), in connection with any disclosure regarding a Change in Company Recommendation, the Company shall not be required to provide Parent or Merger Sub with the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Schedule 13E-3 or the Proxy Statement, or any amendment or supplement thereto, or any comments thereon or another filing by the Company with the SEC, with respect to such disclosure. If at any time prior to the Stockholders’ Meeting, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the appropriate party with the SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of the Company.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after following the execution date of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof), the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ in connection with the filing and distribution of the Proxy Statement and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following after the date of this Agreement), the Company will prepare and cause to be filed with the SEC, with the assistance of the Purchaser Parties, the Proxy Statement, and the Company, Tahoe, Parent and THAIHOT will prepare and cause to be filed with the SEC the Schedule 13E-3. Tahoe, Parent, THAIHOT and the Company will use reasonable best efforts to cooperate with each other in connection with the preparation of the foregoing documents. Each of Tahoe, Parent and THAIHOT will use reasonable best efforts to promptly provide such information regarding Purchaser Parties and any other member of the Purchaser Group that the Company may reasonably request for inclusion in the Proxy Statement and Schedule 13E-3. Each of the Company, Tahoe, Parent and THAIHOT shall use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Tahoe, Parent and THAIHOT will use its reasonable best efforts to have the Proxy Statement and the Schedule 13E-3, cleared by the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable within three (3) Business Days after the later of (i) the date the Proxy Statement is mailed cleared by the SEC or (ii) the date upon which Parent and THAIHOT shall have (A) deposited or caused to be deposited the aggregate Merger Consideration to be paid pursuant to Section 3.2 in the Special Purpose Account in accordance with Section 6.15 and (B) delivered or caused to be delivered to the Company's stockholders Company and the Independent Committee evidence reasonably satisfactory to the Independent Committee that the aggregate Merger Consideration to be paid pursuant to Section 3.2 has been deposited in the Special Purpose Account, together with a certificate, signed by a director of each of Tahoe, Parent and THAIHOT, certifying that the Purchaser Parties have complied with their respective obligations under clause (b) and (c) of Section 6.15 and that the funds deposited in the Special Purpose Account have not been (and will not be prior to the Closing of the Merger or the termination of this Agreement) withdrawn, removed, transferred or made subject to any Lien or other restriction on transfer. The Company will as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company will reasonably cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and Tahoe, Parent, THAIHOT and the Company will cooperate and provide each other with a reasonable opportunity to review and comment in good faith on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Tahoe, Parent , THAIHOT and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of any Purchaser Party for inclusion or incorporation by reference in the Proxy Statement. If at any time prior to the Company Meeting, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the appropriate party with the SEC and disseminated by the Company to the stockholders of the Company. (b) Subject to the other provisions of this Agreement, the Company shall not (i) use reasonable efforts to take all action required under the DGCL and its Organizational Documents to duly call, give notice of, convene and hold a meeting of its stockholders promptly following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval and the Majority of the Minority Approval (the “Company Meeting”), with the record date and meeting date of the Company Meeting to be mutually agreed by the Company and Parent, and (ii) subject to a Change in Recommendation in accordance with Section 6.3, use all reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and approval of the Contemplated Transactions. Notwithstanding anything to the contrary contained in this Agreement, the Company may, and at the direction of Parent the Company will, adjourn or postpone the Company Meeting without the prior written consent of ParentMeeting, other than if and to the extent required to allow reasonable additional time for the filing and mailing of any supplemental Independent Committee or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and as the Company maycase may be, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies determines in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that good faith (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournmentor postponement is necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the Company’s stockholders, or (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless additional time is required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)of this Agreement, the Company shall will prepare and file the preliminary Proxy Statement cause to be filed with the SEC, which shallwith the assistance of the Purchaser Parties, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3the Proxy Statement, include and the Company Board Recommendationand the Purchaser Parties will prepare and cause to be filed with the SEC the Schedule 13E-3. In addition, if required pursuant The Purchaser Parties and the Company will use reasonable best efforts to cooperate with each other in connection with the terms preparation of the foregoing documents. Each of the Purchaser Parties will use reasonable best efforts to promptly provide such information regarding Purchaser Parties and any other member of the Purchaser Group that the Company may reasonably request for inclusion in the Proxy Statement and Schedule 13E-3. Each of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to and the anticipated Closing Date, Purchaser Parties shall use its reasonable best efforts so that the Company shall prepare Proxy Statement and file the Notice 8-K Schedule 13E-3 comply in accordance all material respects with the requirements of the applicable Company WarrantsExchange Act and the rules and regulations promulgated thereunder. Each of Parent the Company and the Company shall furnish all information as may be reasonably requested Purchaser Parties will use its reasonable best efforts to have the Proxy Statement and the Schedule 13E-3, cleared by the other party in connection with any SEC as promptly as reasonably practicable after such action and filing. The Company will use its reasonable best efforts to cause the preparation, filing and distribution Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the date the Proxy Statement is cleared by the SEC. The Company will as promptly as reasonably practicable notify Parent of the Notice 8-K receipt of any oral or written comments from the SEC relating to the Proxy Statement. Parent, Merger Sub The Company will reasonably cooperate and their counsel shall be given provide Parent with a reasonable opportunity to review each and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), and any the Purchaser Parties and the Company will cooperate and provide each other with a reasonable opportunity to review and comment in good faith on the draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the Notice 8-K before SEC, prior to filing such documents are filed with or sending such to the SEC, and the Purchaser Parties and the Company shall consider in good faith will provide each other with copies of all such filings made and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel correspondence with the SEC with respect thereto. The Company shall also take any other action required to be taken under Notwithstanding the Securities Actforegoing, the Exchange Act, Company assumes no responsibility with respect to information supplied in writing by or on behalf of any applicable foreign Purchaser Party for inclusion or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ incorporation by reference in connection with the filing and distribution of the Proxy Statement and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statement. The If at any time prior to the Company shall use its reasonable best efforts to resolveMeeting, and each party agrees to consult and cooperate with the other party any information should be discovered by any Party which should be set forth in resolving, all SEC comments with respect an amendment or supplement to the Proxy Statement as promptly as practicable after receipt thereof and to cause or the Schedule 13E-3 so that the Proxy Statement in definitive form or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be cleared stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party which discovers such information will promptly notify the other parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the appropriate Party with the SEC and mailed disseminated by the Company to the stockholders of the Company's . (b) The Company shall (i) use reasonable efforts to take all action required under the DGCL and its Organizational Documents to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy StatementStatement for the purpose of obtaining the Company Stockholder Approval and the Majority of the Minority Approval (the “Company Meeting”), mail with the record date and meeting date of the Company Meeting to be mutually agreed by the Company and Parent, and (ii) subject to a Change in Recommendation in accordance with Section 6.3, use all reasonable efforts to solicit from its stockholders an amendment proxies in favor of the adoption of this Agreement and approval of the Contemplated Transactions. Notwithstanding anything to the contrary contained in this Agreement, the Company may, and at the direction of Parent the Company will, adjourn or supplement setting forth such correctionpostpone the Company Meeting, as if and to the extent required by any Independent Committee or Parent, as the Exchange Act. The Company shall as soon as reasonably practicable case may be, determines in good faith (and, in A) such adjournment or postponement is necessary to ensure that any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written supplement or oral) from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect that is required by applicable Law is timely provided to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; and Company’s stockholders or (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company additional time is required to take such actions, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as practicable after the execution of this Agreement (and in any event, within fifteen (15) Business Days following the date hereof)of this Agreement, the Company shall will prepare the Proxy Statement, and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendationand Parent will prepare the Schedule 13E-3. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the will cooperate with each other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The Company shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ in connection with the filing and distribution preparation of the Proxy Statement and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statementforegoing documents. The Company shall will use its reasonable best efforts to resolvehave the Proxy Statement, and each party agrees Parent and the Company will use their reasonable best efforts to consult and cooperate with have the other party in resolvingSchedule 13E-3, all cleared by the SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and such filing. The Company will use its reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders as promptly as practicable after the later of (i) the date the Proxy Statement is cleared by the SEC and mailed to or (ii) the Company's stockholders date the Board receives a favorable Solvency Opinion from the Valuation Firm. The Company will as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mail to its stockholders an amendment or supplement setting forth such correction, as and to the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company will cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (whether written including each amendment or oralsupplement thereto), and Parent and the Company will cooperate and provide each other with a reasonable opportunity to review and comment in good faith on the draft Schedule 13E-3 (including each amendment or supplement thereto) from and all responses to requests for additional information by and replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other with copies of all such filings made and correspondence with the SEC with respect thereto. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. If at any time prior to the Proxy Statement and Company Meeting, any request information should be discovered by the SEC for any party which should be set forth in an amendment or supplement to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to Schedule 13E-3 so that the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information will promptly notify the other parties and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the appropriate party with the SEC and a summary disseminated by the Company to the stockholders of any oral correspondencethe Company. (b) The Subject to the other provisions of this Agreement, the Company will takeshall (i) take all action required under the DGCL and its Organizational Documents to duly call, give notice of, convene and hold a meeting of its stockholders promptly following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval and the Majority of the Minority Approval (the “Company Meeting”), with the record date and meeting date of the Company Meeting to be mutually agreed by the Company and Parent, and (ii) subject to a Change in Recommendation in accordance with applicable Law and the Company Charter and the Company Bylaws Section 6.3, use all action reasonably necessary (i) reasonable efforts to establish a record date for, duly call and give notice solicit from its stockholders proxies in favor of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, the "Record Date") to consider and vote upon (A) the adoption of this Agreement; Agreement and (B) a non-binding advisory vote on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record approval of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable Contemplated Transactions. Within fifteen (15) Business Days after the date of this Agreement (and thereafter, upon the reasonable request of Parent made not more than one time every two (2) weeks), the Company shall conduct a “broker search” in any event within five accordance with Rule 14a-13 of the Exchange Act for a record date for the Company Meeting that is twenty (520) Business Days following after the later date of such “broker search”. Notwithstanding anything to the request contrary contained in this Agreement, the Company may, and at the direction of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actionswill, the "Proxy Date"). The Company shall convene and hold the Company Meeting as promptly as practicable after the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than if and to the extent required to allow reasonable additional time for the filing and mailing of any supplemental Independent Committee or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Meeting. Subject to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and as the Company maycase may be, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary to solicit additional proxies determines in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that good faith (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournmentor postponement is necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the Company’s stockholders, or (ii) the Company Meeting shall not be adjourned by more than forty-five (45) calendar days in the aggregate from the originally scheduled date of the Company Meeting, and (iii) no such adjournment shall be permitted if the Company shall have received by the Company Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date without the prior written consent of Parent, unless additional time is required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Company Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

SEC Filings; Other Actions. (a) As promptly as reasonably practicable after the execution of this Agreement (and in any event, event within fifteen (15) Business Days following Days) after the date hereof)execution of this Agreement, the Company shall prepare and file the preliminary Proxy Statement with the SEC, which shall, subject to a Change of Board Recommendation having been effected in accordance with Section 5.3, include the Company Board Recommendation. In addition, if required pursuant to the terms of the Company Warrants or reasonably requested by Parent, no later than thirty (30) days prior to the anticipated Closing Date, the Company shall prepare and file the Notice 8-K in accordance with the requirements of the applicable Company Warrants. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Notice 8-K the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review each of the Proxy Statement (and any amendment or supplement thereto) and the Notice 8-K before such documents are it is filed with the SEC, and the Company shall consider in good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. The As promptly as reasonably practicable after the execution of this Agreement, the Company shall also take any other action required set, in consultation with Parent, a record date for the Company Meeting (which shall be called in accordance with Section 5.4(b)) and commence a broker search pursuant to be taken under the Securities Act, Section 14a-13 of the Exchange Act, any applicable foreign or state securities or "blue sky" Laws and the rules and regulations thereunder, the DGCL and the rules of NASDAQ Act in connection with the filing and distribution of the Proxy Statement and the Notice 8-K, and the solicitation of proxies from the Company's stockholders under the Proxy Statementrespect thereof. The Company shall use its all commercially reasonable best efforts to resolverespond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement, and each party agrees to consult cause the definitive Proxy Statement to be mailed, as promptly as practicable (and cooperate in any event within five (5) Business Days) after confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement, to the Company’s stockholders as of the record date for the Company Meeting (as established in accordance with the other party in resolvingpreceding sentence). The Company shall provide Parent and its counsel with copies of any written comments, all and shall provide them a summary of any oral comments, that the Company or its counsel receive from the SEC comments or its staff with respect to the Proxy Statement as promptly as practicable after receipt thereof of such comments, and any written or oral responses thereto. Parent and its counsel shall be given a reasonable opportunity to cause review any such responses and the Proxy Statement Company shall consider in definitive form to be cleared good faith and incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto. Parent and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions of the SEC type contemplated by this Agreement concerning themselves and mailed their affiliates as promptly as practicable after the date hereof. (b) Subject to the Company's other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees (and shall use reasonable best efforts to consult with Parent prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading in any material respect or as otherwise required by applicable Law and the Company shall promptly prepare, file with the SEC and, if any hold such correction is made following meeting within thirty (30) Business Days after) the mailing of the Proxy StatementStatement for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”), mail and (ii) subject to its stockholders an amendment or supplement setting forth such correctiona Change of Board Recommendation in accordance with Section 5.3, as and to shall include the extent required by the Exchange Act. The Company shall as soon as reasonably practicable (and, Board Recommendation in any event, within twenty-four (24) hours) (i) notify Parent of the receipt of any comments (whether written or oral) from the SEC with respect to the Proxy Statement and any request use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the Transactions contemplated hereby (including by postponing or adjourning the SEC for any amendment Company Meeting to allow additional solicitation of proxies in order to obtain the Company Stockholder Approval if necessary). The Company may, if it receives an unsolicited Acquisition Proposal or if the Company Board otherwise determines in good faith after consultation with outside counsel that the Company’s stockholders should be provided with additional information, delay the mailing of the Proxy Statement or for additional information and (ii) provide Parent with copies the holding of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and a summary of any oral correspondence. (b) The Company will take, in accordance with applicable Law and the Company Charter and the Company Bylaws all action reasonably necessary (i) to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding Company Shares (the "Company Meeting" and the record date for the Company Meeting, in each case for such reasonable period as would provide a reasonable opportunity for the "Record Date") Company Board to consider such Acquisition Proposal or such additional information and vote upon (A) to determine the adoption of this Agreement; and (B) a non-binding advisory vote effect, if any, on "golden parachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five (5) Business Days following the later of the request of Parent and the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the "Proxy Date")Board Recommendation. The Company shall convene and hold may also postpone or adjourn the Company Meeting as promptly as practicable after from time to time (i) with the Proxy Date; provided, however, that (a) in no event shall the Company Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company's stockholders and (b) the Company shall not adjourn or postpone the Company Meeting without the prior written consent of Parent, other than (ii) if a quorum has not been established, (iii) to the extent required necessary to allow reasonable additional time for the filing file and mailing of mail any supplemental or amended disclosure which the SEC or its staff Company Board has instructed the Company determined in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's ’s stockholders prior to the Company Meeting. Subject , (iv) to Section 5.3(d) hereof, the Company Board shall recommend such adoption of this Agreement and include the Company Board Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Company Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Company Meeting on one or more occasions to the extent necessary allow reasonable additional time to solicit additional proxies if necessary in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); provided, however that (i) such adjournment shall not exceed fifteen (15) calendar days for each such adjournment, (ii) order to obtain the Company Meeting shall not be adjourned Stockholder Approval or (v) if required by more than forty-five Law. (45c) calendar days in the aggregate from the originally scheduled date of If, at any time prior to the Company Meeting, and (iii) no such adjournment shall be permitted if any information relating to the Company shall or Parent, Merger Sub, the Guarantor, any of their affiliates or any transaction any of them have received or are contemplating entering into in connection with this Agreement, is discovered by the Company Meeting or Parent that should be set forth in an aggregate number amendment or supplement to the Proxy Statement so that such document would not include any misstatement of proxies voting for a material fact or omit to state any material fact required to be stated therein or necessary in order to make the adoption statements made therein, in light of this Agreementthe circumstances under which they are made, which have not been withdrawnmisleading, the party that discovers such that information shall as promptly as practicable notify the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Meetingother party. Once the Company has established the Record DateFollowing such notification, the Company shall not change prepare and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such Record Date or establish a different record date without the prior written consent of information as promptly as reasonably practicable and shall consider in good faith and incorporate all comments reasonably proposed by Parent, unless required to do so by Law (determined after consultation Merger Sub and their counsel with outside counsel)respect thereto, including as a result of any adjournment or postponement of the Company Meeting pursuant and, to the prior sentence. If extent required by applicable Law or the Record Date is changedSEC or its staff, the Company shall, as shall disseminate such amendment or supplement to that Record Date, comply with each of its obligations under this Section 5.4. The Company shall use reasonable best efforts to solicit proxies in favor the stockholders of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Meeting are solicited in compliance with all applicable Law. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this AgreementCompany.