Common use of Shareholders Meeting; Proxy Statement Clause in Contracts

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to promptly prepare and, no later than seven (7) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, Sellers shall: (a) (i) (A) use all commercially reasonable efforts to promptly prepare and, no later than seven fifteen (715) business days after the date of this Agreement, file with the SEC a proxy statement complying with all applicable requirements of Law and (including all of the proxy rules of the SEC and information circular requirements under the OBCA and applicable securities Laws) for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (Bii) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and NewcoBuyer, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (Ciii) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (iib) include in the Proxy Statement the unanimous recommendation of the Board of Directors of Astris that the shareholders of the Company Astris vote in favor of the approval of this Agreement and the Merger Acquisition and use its reasonable best efforts to solicit from the shareholders of the Company Astris proxies in favor of adoption of this Agreement and approval of the Merger Acquisition for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iiic) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company the Shareholder Approval (the “Shareholders Meeting”), such meeting to be held not more later than twenty-two thirty (2230) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2ASC; and (ivd) if at any time prior to the Shareholders Meeting any information relating to the CompanySellers, or any of its Affiliatesthe Seller Subsidiary, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company Astris shall promptly notify Parent the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco Astris. The Buyer shall, upon request, furnish the Company Astris with all information concerning it and its Affiliates as the Company Astris may deem reasonably necessary or advisable in connection with the Company Astris preparing the Proxy Statement, and Parent Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SECSEC and ASC. If at any time prior to the Shareholders Meeting any information relating to Parentthe Buyer, or any of its Affiliates, officers or directors, should be discovered by Parent the Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent the Buyer shall promptly notify the Company Astris and the Company Astris shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the CompanyAstris.

Shareholders Meeting; Proxy Statement. (a) The In accordance with any applicable Law, the Company's Sixth Amended and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws ("Restated Bylaws"), acting through the Board Company shall call and hold a meeting of Directors, shall: (i) (A) use reasonable efforts to its shareholders as promptly prepare and, no later than seven (7) business days as reasonably practicable after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC hereof for the purposes purpose of considering and taking action voting upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger transactions contemplated hereby (the "Company Shareholders' Meeting"), and the Company shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts to solicit from the shareholders stockholders of the Company proxies in favor of adoption the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and approval the Merger. Without limiting the generality of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreementforegoing, the Board of Directors may withdraw, modify or amend Company agrees that its recommendation if, permitted by and in accordance with Section 4.2; (iii) obligation to duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Shareholders' Meeting”, as required by this Section 6.02(a), to shall not be held not more than twenty-two (22) business days following affected by the filing withdrawal, amendment or modification of the definitive Proxy Statement with the SEC unless recommendation of the Board of Directors has withdrawn its recommendation in favor of the Merger and the transactions contemplated this Agreement. Except as permitted by this Agreement and in accordance with the provisions of Section 4.2; and5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actions. (ivb) if As promptly as reasonably practicable after the date of this Agreement, the Company shall prepare and file with the SEC, and shall use its reasonable best efforts to have cleared by the SEC, the Proxy Statement in connection with the Company Shareholders' Meeting, and the parties hereto shall prepare and file with the SEC, and shall use their reasonable best efforts to have cleared by the SEC, the Schedule 13E-3. The Company, Parent and Merger Sub each shall promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement or the Schedule 13E-3 to satisfy all requirements of applicable state and United States federal securities Laws. The Company and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement or the Schedule 13E-3 relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information provided by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement or the Schedule 13E-3. (c) The Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3 and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide a copy of such comments or requests to Parent promptly after receipt, and shall promptly provide to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the reasonable opportunity to review and comment on any proposed responses to comments, which review shall be concluded as promptly as possible, but in no event more than three (3) business days after the receipt of the Company's proposed responses to comments or other correspondence to the SEC. If at any time after the date the Proxy Statement is mailed to stockholders and prior to the Shareholders Company Shareholders' Meeting any information relating to the Company, Parent or Merger Sub, or any of its their respective Affiliates, officers or directors, should be is discovered by the Company, Parent or Merger Sub which should is required to be set forth in an amendment or supplement to the Proxy Statement, Statement or the Schedule 13E-3 so that it would the Proxy Statement or the Schedule 13E-3 will not include any misstatement untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company party which discovers such information shall promptly notify Parent the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, and to the extent required by applicable Law, disseminate it disseminated to the shareholders stockholders. As promptly as reasonably practicable after the Proxy Statement and Schedule 13E-3 have been cleared by the SEC (or sooner if permitted by applicable Law), the Company shall mail the Proxy Statement to the stockholders of the Company. (b) Parent and Newco shall, upon request, furnish . Unless the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection Board of Directors with the Company preparing authorization of the Special Committee shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by and in accordance with the provisions of Section 5.02, the Proxy Statement, and Parent Statement shall be entitled to review and approve include the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light recommendation of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders Board of Directors in favor of the CompanyMerger and this Agreement.

Shareholders Meeting; Proxy Statement. (a) The Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through the its Board of Directors, shall, in accordance with applicable law: (i) (A) use reasonable efforts to promptly prepare andduly call, no later than seven (7) business days after the date give notice of, convene, and hold a special meeting of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC its shareholders for the purposes purpose of considering and taking action upon this Agreement (the “Proxy StatementSpecial Meeting”) as soon as practicable following the date hereof; (ii) prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (BA) to obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent and NewcoParent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement and any preliminary version thereof, Statement”) to be mailed to its shareholders and (CB) undertake to obtain the Company Shareholder Approval, unless necessary approvals of the Company has received Merger and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii);by its shareholders as soon as practicable; and (iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdrawunless such recommendation has been withdrawn, modify or amend its unless such recommendation ifhas been modified or amended, permitted by and in each case in accordance with Section 4.2; 5.2, and (iiiB) duly call, give notice of, convene and hold a special meeting the opinion of its shareholders for the purpose of obtaining Company Shareholder Approval Duff & ▇▇▇▇▇▇ LLC (the “Shareholders MeetingFinancial Advisor”)) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, authorization the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Companywill request). (b) Parent and Newco shall, upon request, furnish shall provide the Company with all the information concerning it Parent and its Affiliates as the Company may deem reasonably necessary or advisable Merger Sub required to be included in connection with the Company preparing the Proxy Statement, and . Parent shall vote, or cause to be entitled to review and approve voted, all of the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to ParentShares (if any) then owned by it, Merger Sub, or any of its Affiliates, officers other Subsidiaries (as defined in Section 3.1(c)) or directors, should be discovered by Parent which should be set forth Affiliates (as defined in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Section 8.10) in light favor of the circumstances under which they were made, not misleading, Parent shall promptly notify approval of the Company Merger and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders approval of the Companythis Agreement.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to As promptly prepare and, no later than seven (7) business days as practicable after the date of this Agreementhereof, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC a proxy statement complying SEC, and the Purchasers shall cooperate with applicable requirements of Law the Company in such preparation and all of filing, the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it Schedule 14A in which the Proxy Statement andshall be included. The Company will use its reasonable best efforts, after consultation with Parent and Newcothe Purchasers, to respond promptly to any comments made by the SEC with respect to the Schedule 14A or the Proxy Statement and any preliminary version thereofuse its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC, and as promptly as practicable following such filing. The Company will use its reasonable best efforts to cause a definitive proxy statement (Cthe "Proxy Statement") undertake to obtain be mailed to its shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) shall include in the Proxy Statement the unanimous recommendation of the Board of Directors and the Special Committee that the shareholders of the Company vote approve the Second Tranche Transactions, unless such recommendation has been withdrawn or modified as permitted by Section 6.13. (b) The Company shall, as soon as practicable, in favor accordance with applicable law and the Articles of Incorporation and the By-Laws of the approval Company, duly call, set a record date for, give notice of, convene and hold the Annual Meeting for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Merger Annual Meeting. The Company shall, through its Board of Directors, recommend that its shareholders approve the Second Tranche Transactions and shall use its all reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and the approval of the Merger for the Shareholders Meeting; providedthereof, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify unless such recommendation has been withdrawn or amend its recommendation if, modified as permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company6.13. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board Company will cause a special meeting of Directors, shall: (i) (A) use reasonable efforts its shareholders to promptly prepare and, no later than seven (7) business days be duly called and held as soon as reasonably practicable after the date execution of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC Agreement for the purposes purpose of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of voting on the approval of this Agreement and the Merger and use will submit the approval of this Agreement and the Merger to a vote of its reasonable efforts shareholders at that meeting. Subject to solicit from Section 5.2(c), the Company Board and the Special Committee will unanimously recommend to the shareholders of the Company proxies that they vote in favor of adoption approval of this Agreement and the Merger, the Company will solicit proxies in connection with the meeting in favor of such approval, and the Company will otherwise use its reasonable best efforts to secure the approval of the shareholders of the Company required to effect the Merger for under Applicable Law and the Shareholders Meeting; providedCompany’s Articles of Incorporation. The Company’s obligations to call and hold the shareholders’ meeting contemplated by this Section 5.2(a) and to submit the approval of this Agreement and the Merger to a vote of the shareholders at that meeting will not be affected by the announcement or commencement of, thator the Company’s receipt of, notwithstanding anything to an Acquisition Proposal (as defined in Section 5.3(a)) or by any withdrawal, qualification, or adverse modification of the contrary set forth in Company Board’s approval and recommendation of this Agreement, Agreement and the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2;Merger (an “Adverse Recommendation Change”). (iiib) duly callThe Company will prepare, give notice of, convene and hold a special meeting of its shareholders for file with the purpose of obtaining Company Shareholder Approval Securities and Exchange Commission (the “Shareholders MeetingSEC”), a proxy statement, together with a form of proxy, with respect to be held not more than twenty-two the shareholders’ meeting described in Section 5.2(a) as soon as reasonably practicable after the execution of this Agreement (22such proxy statement, together with any amendments thereof or supplements thereto, being herein called the “Proxy Statement”). The Company (i) business days following will use its reasonable best efforts to have the filing of the definitive Proxy Statement with cleared by the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2as soon as reasonably practicable, if such clearance is required; and (ivii) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to will as soon as reasonably practicable thereafter mail the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it Statement to the shareholders of the Company. ; and (biii) will otherwise comply in all material respects with all Applicable Laws in respect of such meeting. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. Prior to filing the Proxy Statement with the SEC, the Company will provide reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and will not include therein any information to which counsel to Parent will reasonably object (unless counsel to the Company will reasonably determine that such information should be included consistent with Applicable Laws) or omit therefrom any information that counsel to Parent will reasonably request. Parent and Newco Sub shall, and shall each cause their respective representatives to, fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with all information concerning it and its Affiliates affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing preparation of the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting meeting of the shareholders of the Company contemplated by Section 5.2(a), any information event relating to Parent, the Company or any of its Affiliatessubsidiaries, officers or directors, should be directors is discovered by Parent which the Company that should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company will promptly so inform Parent, and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, if at any time prior to the extent required by Law, disseminate it to meeting of the shareholders of the Company contemplated by Section 5.2(a), any event relating to Parent or Sub or any of their respective subsidiaries, officers or directors is discovered by Parent or Sub that should be set forth in an amendment or supplement to the Proxy Statement, Parent and Sub will promptly so inform the Company. (c) The Company Board may make an Adverse Recommendation Change only if it determines in good faith (after consultation with the Company’s financial adviser and outside legal counsel) that it is required to do so in order to comply with its fiduciary duties under Minnesota law. (d) The Company may not submit to the vote of its shareholders any Acquisition Proposal or any proposal for a Third-Party Transaction (as defined in Section 5.3(e)) unless this Agreement shall have been terminated by Parent or the Company or Parent and the Company pursuant to Section 8.1.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, Seller shall: (i) (A) use all commercially reasonable efforts to promptly prepare and, no later than seven fifteen (715) business days after the date of this AgreementJune 5, 2007, file with the SEC a proxy statement complying with all applicable requirements Requirements of Law and (including all of the proxy rules of the SEC and information circular requirements under the OBCA and applicable securities Laws) for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (Bii) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and NewcoBuyer, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (Ciii) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (iib) include in the Proxy Statement the unanimous recommendation of the Board of Directors of the Seller that the shareholders of the Company Seller vote in favor of the approval of this Agreement and the Merger Acquisition and use its reasonable best efforts to solicit from the shareholders of the Company Seller, proxies in favor of adoption of this Agreement and approval of the Merger Acquisition for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iiic) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company the Shareholder Approval (the “Shareholders Meeting”), such meeting to be held not more later than twenty-two thirty (2230) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2ASC; and (ivd) if at any time prior to the Shareholders Meeting any information relating to the CompanySeller, Ontario or any of its Affiliates, officers or directors, s.r.o. should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company Seller shall promptly notify Parent the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco Seller. The Buyer shall, upon request, furnish the Company Seller with all information concerning it and its Affiliates as the Company Seller may deem reasonably necessary or advisable in connection with the Company Seller preparing the Proxy Statement, and Parent Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SECSEC and ASC. If at any time prior to the Shareholders Meeting any information relating to Parentthe Buyer, or any of its Affiliates, officers or directors, should be discovered by Parent the Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent the Buyer shall promptly notify the Company Seller and the Company Seller shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of the CompanySeller.

Shareholders Meeting; Proxy Statement. (a) The CompanyPrime, acting through the Board Prime Board, shall take all actions in accordance with applicable Law, its Certificate of Directors, shall: (i) (A) use reasonable efforts Incorporation and By-laws necessary to promptly prepare andand duly call, no later than seven (7) business days give proper notice of, convene and hold as promptly as practicable the Prime Meeting for the purpose of considering and voting upon the Prime Voting Proposal. As soon as practicable after the date execution of this Agreement, file with the SEC Prime shall prepare a proxy statement complying with applicable requirements of Law and all to solicit from the Stockholders proxies in favor of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement Prime Voting Proposal (the “Proxy Statement”). Subject to Section 6.1, (B) obtain the Prime Board shall recommend approval of the Prime Voting Proposal by the Stockholders and furnish the information required to be included by it include such recommendation in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect materials delivered to the Proxy Statement and any preliminary version thereofStockholders , and shall use reasonable best efforts to (Ci) undertake to obtain solicit from the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote Stockholders proxies in favor of the Prime Voting Proposal and (ii) take all other actions necessary or advisable to secure the vote or consent of the Stockholders required by applicable Law to obtain such approval. Prime shall not submit any other proposals for approval at the Prime Meeting other than a Superior Proposal without the prior written consent of the Companies. Prime shall keep the Companies updated with respect to proxy solicitation results as requested by the Companies. Notwithstanding anything to the contrary contained in this Agreement, Prime may not adjourn or postpone the Prime Meeting once the Prime Meeting has been called and noticed without the prior written consent of the Companies other than to the extent necessary to ensure that any required supplement or amendment to the materials delivered to the Stockholders (including the Proxy Statement) is provided to the Stockholders or, if as of the time for which the Prime Meeting is originally scheduled (x) there are insufficient shares of Prime Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Prime Meeting or (y) there are insufficient votes in favor of the Prime Voting Proposal and Prime believes in good faith that it can procure sufficient votes in favor of the Prime Voting Proposal by adjourning the meeting to a date not more than thirty (30) calendar days from the scheduled date of the Prime Meeting; provided, however, that Prime shall provide prompt written notice to Patriot and Bank of any such adjournment or postponement. If the Prime Board recommends a Super Proposal, it will not alter the obligation of Prime to submit the adoption of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in Stockholders at the Prime Meeting to consider and vote upon, unless this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and Agreement shall have been terminated in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time terms prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyPrime Meeting. (b) Parent and Newco shallPromptly following the Prime Meeting, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent Prime shall cause to be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior delivered to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth Bank in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light writing results of the circumstances under which they were made, not misleading, Parent shall promptly notify vote on the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyPrime Voting Proposal.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to promptly prepare and, no later than seven (7) business days after As soon as practicable following the date of this Agreement, Parent and the Company shall jointly prepare the Proxy Statement, and the Company shall file the Proxy Statement with the SEC a proxy statement complying with applicable requirements of Law as promptly as practicable (and all of in any event by July 18, 2011), and shall use its reasonable best efforts to respond to the proxy rules comments of the SEC for as promptly as practicable. The Company shall furnish all information concerning it and the purposes holders of considering its capital stock as Parent may reasonably request in connection with such actions, and taking action upon Parent shall furnish all information concerning it and Merger Sub as the Company may reasonably request in connection with such actions. Each party to this Agreement (will notify the “Proxy Statement”)other parties and the Company Board of Directors promptly of the receipt of the comments of the SEC, (B) obtain if any, and furnish of any request by the information required SEC for amendments or supplements to be included by it in the Proxy Statement andor for additional information with respect thereto, after consultation and will supply the other parties with Parent copies of all correspondence between such party or its Representatives, on the one hand, and Newco, respond promptly to any comments made by the SEC or members of its staff, on the other hand, with respect to the Proxy Statement and or the Merger. If (i) at any preliminary version thereoftime prior to the Shareholders’ Meeting, and (C) undertake any event should occur relating to obtain the Company Shareholder Approvalor any of the Subsidiaries that should be set forth in an amendment of, unless or a supplement to, the Proxy Statement, the Company has received shall promptly inform Parent and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include if at any time prior to the Shareholders’ Meeting, any event should occur relating to Parent or Merger Sub or any of their respective associates or Affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the Proxy Statement the unanimous recommendation case of the Board of Directors that the shareholders of (i) or (ii) the Company vote and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company Shareholders; provided, prior to such filing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Merger Sub shall vote, or cause to be voted, in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement all Shares directly or indirectly beneficially owned by it, and approval to otherwise take all reasonable best efforts to cause the Merger to occur. (b) If the adoption of this Agreement by the Company Shareholders is required by applicable Law, then the Company shall (i) establish a record date not later than five (5) Business Days after the Proxy Statement Clearance Date for and give notice of a meeting of the Merger Company Shareholders, for the Shareholders purpose of voting upon the adoption of this Agreement (the “Shareholders’ Meeting; provided”), that, notwithstanding anything and (ii) mail to the contrary set forth in this Agreementholders of Shares as of the record date established for the Shareholders’ Meeting a Proxy Statement (the date of such mailing, the “Proxy Date”). The Company shall duly call, convene and hold the Shareholders’ Meeting within forty (40) days following the Proxy Statement Clearance Date or as promptly as reasonably practicable thereafter. Unless the Company Board of Directors may withdrawshall have withdrawn, modify modified or amend qualified its recommendation ifthereof or otherwise effected a Change of Recommendation (but, permitted by and in accordance with for the avoidance of doubt, unless this Agreement is terminated pursuant to Section 4.2; (iii) duly call9.1, any such Change of Recommendation shall not relieve the Company of its obligation to give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”in accordance with this Section 7.3), the Company shall solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws. Notwithstanding anything to be held not more than twenty-two the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Shareholders’ Meeting (22A) as necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a reasonable amount of time in advance of the Shareholders’ Meeting and (B) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business days of the Shareholders’ Meeting. Furthermore, the Company shall at the reasonable request of Parent, adjourn or postpone the Shareholders Meeting (A) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders’ Meeting or (B) as necessary to permit additional solicitation of proxies in favor of adoption of this Agreement. The Company shall, upon the reasonable request of Parent, advise Parent on at least a daily basis on each of the seven (7) Business Days prior to the scheduled date of the Shareholders’ Meeting as to the aggregate tally of affirmative proxies received from the Company Shareholders. (c) Notwithstanding the foregoing, in the event that the number of Shares owned by Merger Sub, Parent and their Affiliates, in the aggregate, following the filing Offer and the exercise, if any, of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation Top-Up Option, is equal to at least one Share plus ninety percent (90%) of the outstanding Shares, each of the parties hereto shall take all necessary and appropriate actions to cause the Merger to become effective (including the transfer of Shares owned by Parent and Affiliates of Parent and Merger Sub to Merger Sub) as soon as practicable on the transactions contemplated by this Agreement last of (i) the expiration date of the Offer and (ii) in the event that Merger Sub shall have exercised the Top-Up Option and purchased the Top-Up Shares, on the day on which the Top-Up Closing occurs, without the Shareholders’ Meeting, in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light 14-2-1104 of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyGBCC. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through the its Board of Directors, shall, in accordance with applicable law: (i) (A) use reasonable efforts to promptly prepare andduly call, no later than seven (7) business days after the date give notice of, convene, and hold a special meeting of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC its shareholders for the purposes purpose of considering and taking action upon this Agreement (the “Proxy StatementSpecial Meeting”) as soon as practicable following the date hereof; (ii) use best efforts to prepare and file with the United States Securities and Exchange Commission (the “SEC”), within ten (B10) business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent and NewcoParent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement and any preliminary version thereof, Statement”) to be mailed to its shareholders and (CB) undertake to obtain the Company Shareholder Approval, unless necessary approvals of the Company has received Merger and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(iiby its shareholders as soon as practicable (including by retaining an outside proxy solicitation firm at its own cost and expense);; and (iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdrawunless such recommendation has been withdrawn, modify or amend its unless such recommendation ifhas been modified or amended, permitted by and in each case in accordance with Section 4.2; 5.2, and (iiiB) duly callthe opinion of ▇▇▇▇▇▇, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval ▇▇▇▇▇ ▇▇▇▇▇ Incorporated (the “Shareholders MeetingFinancial Advisor”)) described in Section 3.21 (if the Financial Advisor authorizes such inclusion, to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, authorization the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Companywill request). (b) Parent and Newco shall, upon request, furnish shall provide the Company with all the information concerning it Parent and its Affiliates as the Company may deem reasonably necessary or advisable Merger Sub required to be included in connection with the Company preparing the Proxy Statement, and . Parent shall vote, or cause to be entitled to review and approve voted, all of the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to ParentShares (if any) then owned by it, Merger Sub, or any of its Affiliates, officers other Subsidiaries (as defined in Section 3.1(c)) or directors, should be discovered by Parent which should be set forth Affiliates (as defined in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Section 8.10) in light favor of the circumstances under which they were made, not misleading, Parent shall promptly notify approval of the Company Merger and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders approval of the Companythis Agreement.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to promptly prepare and, no later than seven fifteen (715) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent Eastern and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twentyforty-two five (2245) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent Eastern and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent Eastern and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent Eastern shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to ParentEastern, or any of its Affiliates, officers or directors, should be discovered by Parent Eastern which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent Eastern shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The CompanyCompany shall, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to promptly prepare and, no later than seven (7) business days after as soon as practicable following the date of this Agreement, file with duly call, convene and hold a meeting of its shareholders (the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC "Company Shareholders' Meeting") for the purposes purpose of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of obtaining the approval of this Agreement and the Merger and use its reasonable efforts to solicit from transactions contemplated hereby by the shareholders of the Company proxies entitled to vote thereon. The Board will, to the extent consistent with its fiduciary obligations, (i) recommend to the shareholders of the Company the adoption and approval of this Agreement and the transactions contemplated hereby and (ii) use its reasonable best efforts to obtain the necessary approvals by the shareholders of the Company of this Agreement and the transactions contemplated hereby. At the Company Shareholders' Meeting, all of the Company Common Stock then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted in favor of adoption of this the Agreement and approval of to approve the Merger for the Shareholders Meeting; provided, that, notwithstanding anything (subject to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2;applicable law). (iiib) duly callThe Company shall prepare, give notice ofand Parent and Merger Subsidiary shall cooperate with the Company in such preparation, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval Proxy Statement (the “Shareholders Meeting”), "Proxy Statement") and cause the Proxy Statement to be held not more than twenty-two (22) business days following mailed to its shareholders. Parent agrees that it will provide the filing of the definitive Proxy Statement Company with the SEC unless the Board of Directors has withdrawn its recommendation of the all information concerning Parent or Merger and the transactions contemplated by this Agreement Subsidiary necessary or appropriate to be included in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement. The Company represents and warrants that the Proxy Statement (and any amendment thereof or supplement thereto) at the date mailed to Company shareholders and at the time of the Company Shareholders' Meeting, so that it would will not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required ; except that no representation is made by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all respect to statements made in the Proxy Statement based on information concerning it and its Affiliates as supplied by Parent or the Company may deem reasonably necessary or advisable Merger Subsidiary for inclusion in connection with the Company preparing the Proxy Statement, . Each of Parent and Parent shall be entitled to review Merger Subsidiary represents and approve warrants that none of the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered supplied by Parent which should be set forth or Merger Subsidiary for inclusion in an amendment or supplement to the Proxy StatementStatement (including any amendments or supplements thereto) will, so that it would not include at the date mailed to shareholders and at the time of the Company Shareholders' Meeting, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Subject to the fiduciary obligations of the Board under applicable law, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with include in the SEC and, to Proxy Statement the extent required by Law, disseminate it to recommendation of the Board that shareholders of the CompanyCompany vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby.

Shareholders Meeting; Proxy Statement. (a) The CompanyRSI shall call a meeting of its shareholders to be held as soon as practicable after the date hereof for the purpose of voting upon the Merger and this Agreement (the "Special Meeting"). (b) RSI will use its reasonable efforts to hold the Special Meeting as promptly as practicable and will, acting through the its Board of Directors, shall:recommend to its shareholders approval of the Merger and this Agreement at the Special Meeting; provided, however, that such recommendation is subject to any action taken by, or upon the authority of, the Board of Directors of RSI in a response to an Acquisition Proposal (as defined hereinafter) and in the exercise of its good faith judgment as to its fiduciary duties to the shareholders of RSI, which such judgment is based upon the advice of independent, outside legal counsel that a failure of the Board to withdraw, modify or change its recommendation due to an Acquisition Proposal would be likely to constitute a breach of its fiduciary duties to such shareholders. (ic) (A) use reasonable efforts to As promptly prepare and, as practicable but in no event later than seven (7) business 30 days after the date execution of this Agreement, RSI shall promptly prepare and file with the SEC a proxy statement complying with applicable requirements respect to the Special Meeting (the "Proxy Statement"). Each of Law CNI and all RSI agrees to provide as promptly as practicable to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the proxy rules other party, may be required or appropriate or is customary for inclusion in the Proxy Statement, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain . The information provided by CNI and furnish the information required to be included by it RSI for use in the Proxy Statement and, after consultation with Parent shall be true and Newco, respond promptly correct in all material respects without omission of any material fact which is required to any comments made by make such information not false or misleading. (d) At the SEC with respect to time the Proxy Statement and any preliminary version thereofis mailed to RSI's shareholders, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; will (iiii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at contain any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement untrue statement of a material fact fact, or omit to state any material fact necessary required to be stated therein as necessary, in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent misleading or necessary and shall promptly file an appropriate amendment or supplement describing such information (ii) comply in all material respects with the SEC and, to the extent required by Law, disseminate it to the shareholders provisions of the Company. (b) Parent Exchange Act, as applicable, and Newco shallthe rules and regulations thereunder; provided, upon requesthowever, furnish the Company no representation is made by RSI with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable respect to statements made in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any Statement based on information relating to Parent, supplied by CNI expressly for inclusion or any of its Affiliates, officers or directors, should be discovered incorporation by Parent which should be set forth reference in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact Statement or omit information omitted with respect to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyCNI.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of DirectorsSpecial Committee, shall: (i) (A) use all commercially reasonable efforts to promptly prepare and, no later than seven fifteen (715) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii8.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors Special Committee may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.26.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two thirty (2230) business days following the filing of the definitive Proxy Statement with the SEC unless (even in the Board of Directors case that the Special Committee has withdrawn withdrawn, modified or amended its recommendation of that the Merger shareholders approve this Agreement and the transactions contemplated by this Agreement in accordance with Section 4.2Merger); and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to the Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Subject to the Company's rights under Section 7.1(c)(ii), the Company, acting through the its Board of Directors, shall, in accordance with applicable law: (i) (A) use reasonable efforts to promptly prepare andduly call, no later than seven (7) business days after the date give notice of, convene, and hold a special meeting of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC its shareholders for the purposes purpose of considering and taking action upon this Agreement (the “Proxy Statement”"Special Meeting") as soon as practicable following the date hereof; (ii) prepare and file with the United States Securities and Exchange Commission (the "SEC"), within ten business days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (BA) to obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent and NewcoParent, to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the "Proxy Statement and any preliminary version thereof, Statement") to be mailed to its shareholders and (CB) undertake to obtain the Company Shareholder Approval, unless necessary approvals of the Company has received Merger and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii);by its shareholders as soon as practicable; and (iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdrawunless such recommendation has been withdrawn, modify or amend its unless such recommendation ifhas been modified or amended, permitted by and in each case in accordance with Section 4.2; 5.2, and (iiiB) duly call, give notice of, convene and hold a special meeting the opinion of its shareholders for the purpose of obtaining Company Shareholder Approval Duff & Phelps LLC (the “Shareholders Meeting”)"Financial Advisor") described in Secti▇▇ ▇.▇1 (if the Financial Advisor authorizes such inclusion, to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, authorization the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Companywill request). (b) Parent and Newco shall, upon request, furnish shall provide the Company with all the information concerning it Parent and its Affiliates as the Company may deem reasonably necessary or advisable Merger Sub required to be included in connection with the Company preparing the Proxy Statement, and . Parent shall vote, or cause to be entitled to review and approve voted, all of the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to ParentShares (if any) then owned by it, Merger Sub, or any of its Affiliates, officers other Subsidiaries (as defined in Section 3.1(c)) or directors, should be discovered by Parent which should be set forth Affiliates (as defined in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, Section 8.10) in light favor of the circumstances under which they were made, not misleading, Parent shall promptly notify approval of the Company Merger and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders approval of the Companythis Agreement.

Shareholders Meeting; Proxy Statement. (a) The CompanySubject to Section 7.3(e), acting through the Board Company shall, as soon as practicable following the Acceptance Time, set a record date for, and cause a meeting (the “Shareholders’ Meeting”) to be duly called and held for the purpose of Directorsvoting on the adoption of this Agreement. (b) Subject to Section 7.2 and Section 7.3(e), the Company shall: , as soon as practicable following the Acceptance Time (i) solicit from the Company Shareholders entitled to vote at the Shareholders’ Meeting proxies in favor of such adoption and (Aii) use its commercially reasonable efforts to promptly take all other action reasonably necessary to secure the vote or consent of such holders required by the GBCC or this Agreement to effect the Merger. (c) Subject to Section 7.3(e), as soon as practicable following the Acceptance Time, Parent and the Company shall jointly prepare andthe Proxy Statement, no later than seven (7) business days after and the date of this Agreement, Company shall file the Proxy Statement with the SEC a proxy statement complying with applicable requirements of Law SEC, and all of shall use reasonable best efforts to respond promptly to the proxy rules comments of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in cause the Proxy Statement andto be mailed to the Company Shareholders at the earliest practical time. The Company shall furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions, after consultation and Parent shall furnish all information concerning it and Merger Sub as the Company may reasonably request in connection with Parent such actions. Each party to this Agreement will notify the other parties and Newcothe Company Board of Directors promptly of the receipt of the comments of the SEC, respond promptly to if any, and of any comments made request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement and or the Merger. If (i) at any preliminary version thereoftime prior to the Shareholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting Shareholders’ Meeting, any information event should occur relating to Parent or Merger Sub or any of their respective associates or Affiliates, or relating to the Company, or plans of any of its Affiliates, officers or directors, should be discovered which such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that it would not include any misstatement Parent will promptly inform the Company, and in the case of a material fact (i) or omit to state any material fact necessary to make (ii) the statements thereinCompany and Parent, in light will, upon learning of the circumstances under which they were madesuch event, not misleadingpromptly prepare, and the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Lawif required, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding mail such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy StatementCompany Shareholders; provided, so prior to such filing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that it would not include any create a misstatement of fact or an omission of a material fact fact. Each of Parent and Merger Sub shall vote, or omit cause to state any material fact necessary to make the statements thereinbe voted, in light favor of the circumstances under which they were madeadoption of this Agreement all Shares directly or indirectly beneficially owned by it, and to otherwise take all commercially reasonable actions to cause the Merger to occur. Once the Shareholders’ Meeting has been called and noticed, the Company shall not misleadingpostpone or adjourn the Shareholders’ Meeting without consent of Parent. (d) The Company hereby consents to the inclusion in the Offer Documents and Proxy Statement of the Company Recommendation, without prejudice to the Company’s rights of modification, amendment or withdrawal in accordance with Section 7.2 and the fairness opinion of the Company Financial Advisor referred to in Section 5.3(e). The Company has obtained the consent of the Company Financial Advisor for the inclusion of the fairness opinion in the Offer Documents and Proxy Statement. (e) Notwithstanding the foregoing clauses (a), (b), (c), and (d) of this Section 7.3, in the event that the number of Shares owned by Merger Sub, Parent and their Affiliates, in the aggregate, following the Offer and any “subsequent offering period” and the exercise, if any, of the Top-Up Option, is equal to at least one (1) Share more than 90.00% of the outstanding Shares, each of the parties hereto shall promptly notify take all necessary and appropriate actions to cause the Merger to become effective (including the transfer of Shares owned by Parent and Subsidiaries of Parent and Merger Sub to Merger Sub) as soon as practicable after the last of (i) the expiration date of the Offer, (ii) the expiration of any “subsequent offering period” and (iii) in the event that Merger Sub shall have exercised the Top-Up Option and purchased the Top-Up Shares, on the day on which the Top-Up Closing occurs, without the Shareholders’ Meeting, in accordance with Section 14-2-1104 of the GBCC. (f) The Company Board of Directors has determined that it is in the best interest of the Company and its shareholders to postpone the 2011 Annual Meeting of Shareholders. Without the prior written consent of Parent or except as required by an Order of a court of competent jurisdiction, the Company shall promptly file an appropriate amendment not resume, hold or supplement describing such information with convene the SEC and, to 2011 Annual Meeting of Shareholders or any other meeting of shareholders other than the extent required by Law, disseminate it to Shareholders’ Meeting. (g) Without the shareholders prior consent of the CompanyParent, the Company shall not enter into any settlement or agreement with, or pay any amounts to, MMI Investments L.P. or its Affiliates.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to As promptly prepare and, no later than seven (7) business days as practicable after the date of this Agreementhereof, the Company will prepare a proxy statement, and the Company will prepare and file with the SEC a proxy statement complying with applicable requirements of Law Securities and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement Exchange Commission (the “Proxy StatementSEC”), (B) obtain and furnish the information required to SEC Schedule 14A in which such proxy statement will be included by it included. The Company will use its reasonable best efforts, in the Proxy Statement and, after consultation with Parent and Newcothe Shareholder, to respond promptly to any comments made by the SEC with respect to the Schedule 14A or such proxy statement and use its reasonable best efforts to cause such proxy statement to be cleared by the SEC, as promptly as practicable following such filing. The Company will use its reasonable best efforts to cause a definitive proxy statement (the “Proxy Statement”) to be mailed to its shareholders as promptly as practicable after the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain is cleared by the SEC. The Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) will include in the Proxy Statement the unanimous recommendation of the Board (acting upon the recommendation of Directors the Special Committee (as defined below)) that the shareholders of the Company vote in favor (A) approve the transactions provided for hereunder, (B) the sale to FIS of shares of Common Stock and warrants for shares of Common Stock under the FIS Stock Purchase Agreement, and (C) the purchase by FIS of shares of Common Stock under the Common Stock Purchase Agreement, dated as of the approval date hereof, between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and FIS (collectively, the “Transactions”), unless such recommendation has been withdrawn or modified as permitted by Section 4.10 of the FIS Stock Purchase Agreement. References in this Agreement to the “Special Committee” mean, from the date of this Agreement and to the Merger and use its reasonable efforts to solicit from Closing Date, the shareholders Special Committee of the independent directors of the Company proxies in favor of adoption of this Agreement existing on the date hereof and, from and approval after the Closing Date, the members of the Merger for Board who are “independent” within the Shareholders Meeting; providedmeaning of Nasdaq Rule 4200 and are not designated by any of the Shareholder, that▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or FIS. (ii) The Company will, notwithstanding anything to the contrary set forth in this Agreementas soon as practicable, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) applicable law and the articles of incorporation and the by-laws of the Company, duly call, set a record date for, give notice of, convene and hold a special meeting of its shareholders the Company’s stockholders (the “Stockholders Meeting”) for the purpose of obtaining Company Shareholder Approval (considering and taking action upon the “Shareholders Meeting”)Transactions, which, to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement extent practicable, shall coincide with the SEC unless Company’s annual meeting for the election of directors. The Company will, through the Board of Directors has withdrawn its (acting upon the recommendation of the Merger Special Committee), recommend that its shareholders approve the Transactions and will use all reasonable efforts to solicit from shareholders of the transactions contemplated Company proxies in favor of the approval thereof, unless such recommendation has been withdrawn or modified as permitted by this Agreement in accordance with Section 4.2; and4.10 of the FIS Stock Purchase Agreement. (iviii) if If at any time prior to the Shareholders Meeting Closing Date any information event relating to the Company, Company or any of its Affiliatesaffiliates, officers or directorsits, or its affiliates’, respective officers, directors or shareholders, should be discovered which should be set forth in an amendment of, or a supplement to such Schedule 14A or the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall will promptly notify Parent so inform the Shareholder and shall promptly file will furnish all necessary information to the Shareholder relating to such event and an appropriate amendment or supplement describing to such information Schedule 14A or Proxy Statement will thereafter be filed with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish . All documents that the Company is responsible for filing with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable SEC in connection with the transactions contemplated by this Agreement will comply in all material respects, both as to form and otherwise, with the Exchange Act and the rules and regulations thereunder. (iv) The Company preparing will immediately notify the Shareholder of the receipt of any comments from the SEC concerning any of the filings described in this Section 5(b). All filings with the SEC and all mailings to the Company’s shareholders in connection with the Transactions, including the Proxy Statement, and Parent shall will be entitled subject to the prior review and approve comment and, with respect to matters pertaining to the statements Shareholder, the approval of the Shareholder. No such filing or mailing will be made regarding such matters without prior to filing consultation with the SEC. Shareholder. (v) If at any time prior to the Shareholders Meeting Closing Date any information event relating to Parent, the Shareholder or any of its Affiliatesaffiliates, officers or directorsits affiliates’ respective officers, directors or shareholders should be discovered by Parent which should be set forth in an amendment of, or a supplement to to, such Schedule 14A or the Proxy Statement, the Shareholder will promptly so that it 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, Parent shall promptly notify inform the Company and will furnish all necessary information to the Company shall promptly file relating to such event and an appropriate amendment or supplement describing to such information Schedule 14A or Proxy Statement will thereafter be filed with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through the its Board of DirectorsDirectors (the “Board”), shall, in accordance with applicable law, the Company Certificate of Incorporation, the Company By-laws and the rules and regulations of NASDAQ: (i) (A) use reasonable efforts to promptly prepare andduly call, no later than seven (7) business days after the date give notice of, convene, and hold a special meeting of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC its shareholders for the purposes purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof with the record date and the meeting date of the Special Meeting to be selected after reasonable consultation with Parent; provided, however, that the Company may adjourn or postpone the Special Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement”)Statement (as hereinafter defined) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Special Meeting, (B) as otherwise required by applicable law, or (C) if as of the time for which the Special Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting; (ii) (A) obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in a proxy statement in preliminary and definitive form relating to the Special Meeting (the “Proxy Statement”) and prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable but in no event later than fifteen (15) Business Days after the date hereof, a preliminary Proxy Statement andrelating to the Merger and this Agreement, after consultation with Parent and Newco, (B) respond promptly to any comments made by the SEC with respect to the such preliminary Proxy Statement and, as soon as practicable thereafter, cause a definitive Proxy Statement to be disseminated to its shareholders, as and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii)extent required by applicable federal securities laws; (iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdrawunless such recommendation has been withdrawn, modify or amend its unless such recommendation ifhas been modified or amended, permitted by and in each case in accordance with Section 4.2; 5.2, and (iiiB) duly call, give notice of, convene and hold a special meeting the opinion of its shareholders for the purpose of obtaining J▇▇▇▇▇▇ R▇▇▇ & Company Shareholder Approval L.L.C. (the “Shareholders MeetingFinancial Advisor”) described in Section 3.23 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if use commercially reasonable efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable (including by retaining an outside proxy solicitation firm at the Company’s own cost and expense); (b) Parent shall provide the Company with the information concerning Parent and Merger Sub reasonably required to be included in the Proxy Statement. Parent and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement (or any time amendments or supplements thereto) prior to the Shareholders Meeting filing of any information relating such document with the SEC. The Company shall give reasonable and good faith consideration to any and all comments made by Parent and its counsel and will incorporate reasonable comments of Parent and/or its counsel prior to filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the CompanyProxy Statement promptly after the receipt of such comments or other communications, and the reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, will give reasonable and good faith consideration to any and all comments made by Parent and will incorporate reasonable comments of Parent and/or its counsel prior to any such response. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its Affiliatesother Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement. (c) Each of the Company, officers or directors, should be discovered which should be set forth Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in an amendment or supplement the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement, so that it would not Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the Company shall Proxy Statement as so corrected or supplemented promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information to be filed with the SEC andand to be disseminated to its shareholders (and will use its reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by Law, disseminate it to the shareholders of the Companyapplicable federal securities laws. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The CompanyIf required by applicable Law in order to consummate the Merger, Platform, acting through the its Board of Directors, shall, in accordance with applicable Law: (i) (A) use reasonable efforts to promptly prepare and, no later than seven (7) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Shareholders' Meeting") as promptly as practicable following the date on which the Purchaser completes payment and purchase of Shares pursuant to the Offer for the purpose of obtaining Company Shareholder Approval considering and taking action upon the approval and adoption of this Agreement; (the “Shareholders Meeting”), to be held not more than twenty-two (22ii) business days following the filing of the definitive Proxy Statement prepare and file with the SEC unless the Board of Directors has withdrawn its recommendation of a preliminary proxy or information statement relating to the Merger and the transactions contemplated by this Agreement and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in accordance the definitive proxy or information statement to be mailed to Platform shareholders (including any amendment or supplement thereto, the "Proxy Statement") and, after consultation with Section 4.2; Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause the Proxy Statement to be mailed to its shareholders as promptly as practicable after filing, and (iv) , if at any time following such mailing and prior to the Shareholders Meeting approval of this Agreement by Platform's shareholders there shall occur any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which event that should be set forth in an amendment or supplement to the Proxy Statement, so to promptly prepare and mail to its shareholders such an amendment or supplement, provided that it would Platform shall not include mail any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate such amendment or supplement describing without consultation with Parent and its counsel and shall not mail any such information with amendment or supplement to which Parent reasonably objects, and (y) to obtain the SEC necessary approvals of the Merger and this Agreement by its shareholders; and, to (iii) include in the extent required by Law, disseminate it to Proxy Statement the recommendation of the Board of Directors that shareholders of Platform vote in favor of the Companyapproval of this Agreement. (b) Parent and Newco shallFollowing the purchase of Shares, upon requestif any, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior pursuant to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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 misleadingOffer, Parent shall promptly notify ensure that all such Shares purchased continue to be held by Parent or Purchaser or a direct wholly owned Subsidiary of Parent until such time as the Company and the Company Merger is consummated. Parent shall promptly file an appropriate amendment vote, or supplement describing such information with the SEC andcause to be voted, to the extent required by Law, disseminate it to the shareholders all of the CompanyShares then owned by it, Purchaser or any other Parent Subsidiary in favor of the approval of this Agreement.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of DirectorsSpecial Committee, shall: (i) (A) use all commercially reasonable efforts to promptly prepare and, no later than seven within thirty (730) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated necessary approvals by its shareholders of this Agreement pursuant and the Merger and the other transactions contemplated hereby unless, in the good faith opinion of the Special Committee (after consultation with counsel), taking any such action might be inconsistent with its fiduciary duties to Section 6.4(ii)the Company’s shareholders under applicable Law; (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors Special Committee may withdraw, modify or amend its recommendation if, permitted by and in accordance the good faith opinion of the Special Committee (after consultation with Section 4.2counsel), such recommendation might be inconsistent with its fiduciary duties to the Company’s shareholders under applicable Law, in which case any such withdrawal, modification or amendment shall not constitute a breach of this Agreement; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval considering and taking action upon this Agreement and the Merger (the “Shareholders Meeting”), to be held not more than twenty-two one (2221) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2SEC; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminate it disseminated to the shareholders of the Company. (b) Parent and Newco shall each cause their respective representatives to fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing preparation of the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to the Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminate it disseminated to the shareholders of the Company (c) At the Shareholders Meeting, Parent, Newco and their Affiliates shall vote all Shares, if any, owned by them in favor of approval of this Agreement, the Merger and the other transactions contemplated hereby.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to As promptly prepare and, no later than seven (7) business days as practicable after the date of this Agreementhereof, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in Company shall prepare the Proxy Statement and(as defined below). The Company will use its best efforts, after consultation with Parent and NewcoMergerCo, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and Statement. The Company will use its best efforts to cause a definitive proxy statement (Cthe "Proxy Statement") undertake to obtain be mailed to its stockholders as promptly as practicable after it has been approved by the SEC. The Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) shall include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of approve and adopt this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the transactions contemplated hereby. (b) The Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and shall in accordance with Section 4.2; (iii) applicable law and the Articles of Organization and By-laws of the Company, duly call, set a record date for, give notice of, convene and hold a special meeting of its shareholders stockholders (the "Special Meeting") as promptly as practicable for the purpose of obtaining considering and taking action upon this Agreement and such other matters as may be appropriate at the Special Meeting. The Company Shareholder Approval (shall, through its Board of Directors, recommend that its shareholders approve the “Shareholders Meeting”), Merger and shall use all reasonable efforts to be held not more than twenty-two (22) business days following the filing solicit from shareholders of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation Company proxies in favor of the Merger approval and adoption of this Agreement and the transactions contemplated by this Agreement in accordance with Section 4.2; andhereby. (ivc) if at The Company and MergerCo shall together prepare and file a Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") under the Exchange Act. Each of MergerCo and the Company shall furnish all information concerning it, its affiliates and the holders of its capital stock required to be included in the Schedule 13E-3 and, after consultation with each other, shall respond promptly to any time prior comments made by the SEC with respect to the Shareholders Meeting any Schedule 13E-3. (d) The information relating to supplied by the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth Company for inclusion in an amendment or supplement to the Proxy StatementStatement or the Schedule 13E-3 shall not, so that it would not include at the time the Proxy Statement is mailed, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading or, at the time of the Special Meeting, as then amended or supplemented, or at the Effective Time, omit to state any material fact necessary to correct any statement originally supplied by the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable for inclusion in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve Statement or the statements made regarding such matters prior to filing with the SECSchedule 13E-3 which has become false or misleading. If at any time prior to the Shareholders Meeting Effective Time any information event relating to Parent, the Company or any of its Affiliatesaffiliates, officers or directorsits, or its affiliates', respective officers, directors or shareholders, should be discovered by Parent which should be set forth in an amendment of, or a supplement to such Proxy Statement or Schedule 13E-3, the Company shall promptly so inform MergerCo and will furnish all necessary information to MergerCo relating to such event and an appropriate amendment or supplement to such Proxy Statement or Schedule 13E-3 will thereafter be filed with the SEC by the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material respects, both as to form and otherwise, with the Exchange Act and/or the Securities Act, as the case may be, and the rules and regulations thereunder. (e) The information supplied or to be supplied by MergerCo for inclusion in the Proxy Statement, so that it would Statement or the Schedule 13E-3 shall not include at the time the Proxy Statement is mailed contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or, at the time of the Special Meeting, as then amended or supplemented, or at the Effective Time, omit to state any material fact necessary to correct any statement originally supplied by MergerCo for inclusion in the Proxy Statement or the Schedule 13E-3 which has become false or misleading. If at any time prior to the Effective Time any event relating to MergerCo or any of its affiliates, Parent or its affiliates' respective officers, directors or shareholders should be discovered which should be set forth in an amendment of, or a supplement to, such Proxy Statement or Schedule 13E-3, MergerCo shall promptly notify so inform the Company and will furnish all necessary information to the Company shall promptly file relating to such event and an appropriate amendment or supplement describing to such information Proxy Statement or Schedule 13E-3 will thereafter be filed with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. All documents that MergerCo is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement shall comply in all material respects, both as to form and otherwise, with the Exchange Act and the rules and regulations thereunder.

Shareholders Meeting; Proxy Statement. (a) The In accordance with the Company's Amended and Restated Articles of Incorporation ("Restated Articles") and Amended and Restated Bylaws ("Restated Bylaws"), acting through the Board Company shall call and hold a meeting of Directorsits shareholders as promptly as practicable for the purpose of voting upon the approval of the Merger and this Agreement, shall: (i) (A) and the Company shall use reasonable its best efforts to hold such shareholder meeting as promptly prepare and, no later than seven as practicable after the date on which the Proxy Statement (7as defined below) business days is cleared by the SEC. As promptly as practicable after the date of this Agreement, the Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to shareholders, a proxy statement complying with applicable meeting the requirements of Law Schedule 14A and all of Rule 13e-3 under the proxy rules of the SEC for the purposes of considering Exchange Act (including any preliminary versions thereof, any amendments thereto and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information any schedules required to be included by it filed in connection therewith) (the "Proxy Statement") in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting"). The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement and, after consultation with to satisfy all requirements of applicable state and Federal securities Laws. The Company and Parent and Newco, respond promptly to any comments made by the SEC (with respect to the Proxy Statement Parent and Merger Sub) each shall be solely responsible for any preliminary version thereofstatement, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the unanimous recommendation of the Board of Directors Proxy Statement. (b) The Company agrees that the shareholders Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company vote in favor of Shareholders' Meeting or at the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; providedEffective Time, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at contain any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the Company shall promptly notify with respect to Parent and shall promptly file Merger Sub Information (as defined in Section 6.1(c)) or any information supplied by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D. that relates to him or that is required to be included in the Proxy Statement as a result of his status as an appropriate amendment or supplement describing such information with affiliate under Rule 13e-3 under the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyExchange Act. (bc) Each of Parent and Newco shallMerger Sub agrees that none of the information supplied by Parent or Merger Sub, upon requestor any of their respective officers, furnish directors, representatives, agents or employees (the Company with all information concerning it "Parent and its Affiliates as the Company may deem reasonably necessary or advisable Merger Sub Information"), for inclusion in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve or in any amendments thereof or supplements thereto, at the statements made regarding such matters prior to filing with time the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, Proxy Statement (or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the Proxy Statementtime of the Company Shareholders' Meeting or at the Effective Time, so that it would not include will contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by Parent shall promptly notify or Merger Sub with respect to information supplied by the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC andany of its officers, to the extent required by Lawdirectors, disseminate it to the shareholders of the Companyrepresentatives, agents or employees.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall: (i) (A) use reasonable efforts to promptly prepare and, no later than seven fifteen (715) business days after the date of this AgreementFinancing Contingency Release Date, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent Eastern and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) following the Financing Contingency Release Date, undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) following the Financing Contingency Release Date, include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) following the Financing Contingency Release Date, duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twentyforty-two five (2245) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at any time prior to the Shareholders Meeting any information relating to the Company, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent Eastern and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent Following the Financing Contingency Release Date, Eastern and Newco shall, upon request, furnish the Company with all information concerning it and its it’s Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent . Eastern shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to ParentEastern, or any of its Affiliates, officers or directors, should be discovered by Parent Eastern which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent Eastern shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. 5. A new section 4.8 shall be added as follows:

Shareholders Meeting; Proxy Statement. (a) The CompanyIn accordance with the Restated Articles and Amended and Restated Bylaws of the Company (the “Restated Bylaws”), acting the Company shall call and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”) as promptly as practicable for the purpose of voting upon the approval of the Merger, and the Company shall use its best efforts to hold such Company Shareholders’ Meeting as promptly as practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. Subject to Section 5.2, the Company shall, through the Company Board of Directors, shall: (i) (A) recommend that the Company’s shareholders vote in favor of the adoption of this Agreement and shall include such recommendation in the Proxy Statement. Subject to Section 5.2, the Company shall use reasonable efforts to solicit from the Company’s shareholders proxies in favor of the adoption of this Agreement and shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by Applicable Law is provided to the Company’s shareholders in advance of a vote on the adoption of this Agreement, or if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholders’ Meeting; provided that any Company Shareholders’ Meeting so adjourned or postponed shall be held as promptly prepare and, no later than seven (7) business days as permitted by the Company Charter Documents and Applicable Law. As promptly as practicable after the date of this Agreement, the Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to shareholders, a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”)) in connection with the Company Shareholders’ Meeting. The Company, (B) obtain Parent and furnish the Merger Sub each will promptly and timely provide all information required relating to be included by it its respective businesses or operations necessary for inclusion in the Proxy Statement and, after consultation to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (with respect to Parent and NewcoMerger Sub) each shall be solely responsible for any statement, respond information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. The Company shall promptly to notify Parent upon the receipt of any comments made by from the SEC with respect or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement and any preliminary version thereofshall provide Parent with copies of all correspondence between the Company and the Company Representatives, on the one hand, and (C) undertake the SEC and the staff of the SEC, on the other hand, relating to obtain the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or any amendments or supplements thereto or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company Shareholder Approval, unless the Company has received (i) shall provide Parent an opportunity to review and accepted an offer for a Superior Competing Transaction comment on such document or response and has terminated this Agreement pursuant to Section 6.4(ii); (ii) shall include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify such document or amend its recommendation if, permitted response all comments reasonably proposed by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval (the “Shareholders Meeting”), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if at Parent. Whenever any time prior to the Shareholders Meeting any event occurs or information relating to the Company, or any of its Affiliates, officers or directors, should be is discovered which should is required to be set forth in an amendment or supplement to the Proxy Statement, so the Company or Parent, as the case may be, will promptly inform the other of such occurrence or discovery, and, with the cooperation of Parent, the Company shall file with the SEC and, to the extent required by Applicable Law, mail to the Company’s shareholders such amendment or supplement. (b) The Company agrees that it would not include the Proxy Statement will not, at the time the Proxy Statement (or any misstatement amendment or supplement thereto) is filed with the SEC or first sent to shareholders, at the time of the Company Shareholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the Company shall promptly notify with respect to Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the CompanyMerger Sub Information (as defined in Section 6.1(c)). (bc) Each of Parent and Newco shallMerger Sub agrees that none of the information supplied by Parent or Merger Sub, upon requestor any of their respective officers, furnish directors, representatives, agents or employees (the Company with all information concerning it “Parent and its Affiliates as the Company may deem reasonably necessary or advisable Merger Sub Information”), for inclusion in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve or in any amendments thereof or supplements thereto, at the statements made regarding such matters prior to filing time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC. If SEC or first sent to shareholders, at the time of the Company Shareholders’ Meeting or at the Effective Time, will contain any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, taken as a whole and in light of the circumstances under which they were made, not misleading, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board EPI shall take all action necessary in accordance with Applicable Law and in accordance with its certificate or articles of Directors, shall: (i) (A) use reasonable efforts incorporation and bylaws to convene a meeting of its respective stockholders as promptly prepare and, no later than seven (7) business days as practicable after the date preparation of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and(defined below), after consultation with Parent to consider and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of upon the approval of this Agreement and transactions contemplated hereby. Specifically, EPI shall seek the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 4.2; (iii) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining Company Shareholder Approval following transactions (collectively, the “Shareholders Meeting”)"Requested Approvals"): (i) the Proposed Stock Split and adjustments to authorize capital, to be held not more than twenty-two upon the terms set forth in Section 5.7 hereof, (22ii) business days following the filing sale of the definitive Proxy Statement with capital stock of Gulf Coast Cooling Tower Service, Inc., a wholly owned subsidiary of EPI ("GCCTS") to ▇▇▇▇▇ in exchange for all of his shares of EPI Preferred, (iii) the SEC unless the Board of Directors has withdrawn its recommendation sale of the Merger and the transactions contemplated by this Agreement capital stock of Fire Zap, Inc. ("FZI") to H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with Section 4.2; and exchange for all of his shares of EPI Preferred, (iv) if at any time prior the proposed amendment to its Certificate of Incorporation to change its name from "Environmental Plus, Incorporated" to "TTI Industries, Incorporated", and (v) the proposed issuance of the Warrant. (b) EPI shall prepare and file with the Securities and Exchange Commission ("SEC") as soon as practicable a proxy statement (the "Proxy Statement") with regard to the Shareholders Meeting Requested Approvals and any other matters desired to be submitted for the approval of the shareholders of EPI, and the Parties shall take such other actions as EPI may reasonably request in connection with the preparation of such Proxy Statement none of the information relating to the Company, or included by any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include Party shall contain any material misstatement of a material fact or omit to state any and material fact or any facts necessary to make the these statements therein, in light of the circumstances under which they were made, contained therein not misleading, the Company shall promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.

Shareholders Meeting; Proxy Statement. (a) The Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through the its Board of DirectorsDirectors (the “Board”), shall, in accordance with applicable law, the Company Certificate of Incorporation, the Company By-laws and the rules and regulations of NASDAQ: (i) (A) use reasonable efforts to promptly prepare andduly call, no later than seven (7) business days after the date give notice of, convene, and hold a special meeting of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC its shareholders for the purposes purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof with the record date and the meeting date of the Special Meeting to be selected after reasonable consultation with Parent; provided, however, that the Company may adjourn or postpone the Special Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement”)Statement (as hereinafter defined) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Special Meeting, (B) as otherwise required by applicable law, or (C) if as of the time for which the Special Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting; (ii) (A) obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in a proxy statement in preliminary and definitive form relating to the Special Meeting (the “Proxy Statement”) and prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable but in no event later than fifteen (15) Business Days after the date hereof, a preliminary Proxy Statement andrelating to the Merger and this Agreement, after consultation with Parent and Newco, (B) respond promptly to any comments made by the SEC with respect to the such preliminary Proxy Statement and, as soon as practicable thereafter, cause a definitive Proxy Statement to be disseminated to its shareholders, as and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 6.4(ii)extent required by applicable federal securities laws; (iiiii) include in the Proxy Statement (A) the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Board of Directors may withdrawunless such recommendation has been withdrawn, modify or amend its unless such recommendation ifhas been modified or amended, permitted by and in each case in accordance with Section 4.2; 5.2, and (iiiB) duly call, give notice of, convene and hold a special meeting the opinion of its shareholders for the purpose of obtaining ▇▇▇▇▇▇▇ ▇▇▇▇ & Company Shareholder Approval L.L.C. (the “Shareholders MeetingFinancial Advisor”) described in Section 3.23 (if the Financial Advisor authorizes such inclusion, which authorization the Company will request), to be held not more than twenty-two (22) business days following the filing of the definitive Proxy Statement with the SEC unless the Board of Directors has withdrawn its recommendation of the Merger and the transactions contemplated by this Agreement in accordance with Section 4.2; and (iv) if use commercially reasonable efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders as soon as practicable (including by retaining an outside proxy solicitation firm at the Company’s own cost and expense); (b) Parent shall provide the Company with the information concerning Parent and Merger Sub reasonably required to be included in the Proxy Statement. Parent and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement (or any time amendments or supplements thereto) prior to the Shareholders Meeting filing of any information relating such document with the SEC. The Company shall give reasonable and good faith consideration to any and all comments made by Parent and its counsel and will incorporate reasonable comments of Parent and/or its counsel prior to filing. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the CompanyProxy Statement promptly after the receipt of such comments or other communications, and the reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, will give reasonable and good faith consideration to any and all comments made by Parent and will incorporate reasonable comments of Parent and/or its counsel prior to any such response. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub, or any of its Affiliatesother Subsidiaries (as defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement. (c) Each of the Company, officers or directors, should be discovered which should be set forth Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in an amendment or supplement the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement, so that it would not Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, . The Company further agrees to cause the Company shall Proxy Statement as so corrected or supplemented promptly notify Parent and shall promptly file an appropriate amendment or supplement describing such information to be filed with the SEC andand to be disseminated to its shareholders (and will use its reasonable efforts to incorporate any reasonable comments of Parent and/or its counsel prior to such filing and dissemination), in each case as and to the extent required by Law, disseminate it to the shareholders of the Companyapplicable federal securities laws. (b) Parent and Newco shall, upon request, furnish the Company with all information concerning it and its Affiliates as the Company may deem reasonably necessary or advisable in connection with the Company preparing the Proxy Statement, and Parent shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Shareholders Meeting any information relating to Parent, or any of its Affiliates, officers or directors, should be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that it 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, Parent shall promptly notify the Company and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by Law, disseminate it to the shareholders of the Company.