Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) subject to the fiduciary duties of the Company Board, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in a definitive proxy statement (the Statement (as hereinafter defined"Proxy Statement") and, after consultation with ParentHK, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders and (yB) subject to the fiduciary duties of the Company Board, to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors duties of the Company under applicable law as advised by outside counselBoard, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees The Company covenants that the Proxy Statement will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by HK in writing for inclusion in the Proxy Statement. Each of the Company, on the one hand, and HK, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and to the extent that it will voteshall have become false or misleading, or and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be votedfiled with the SEC and to be disseminated to the holders of Shares, all of in each case, as and to the Shares then owned extent required by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreementapplicable federal securities laws.

Shareholders Meeting. (a) If The Company will call and hold a meeting of the shareholders of the Company for the purpose of voting upon the adoption and approval of this Agreement and the transactions contemplated by this Agreement (such meeting, the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting and the record date therefor will be held (on a date selected by the Company in consultation with Parent (the “Company Meeting Date”)) as promptly as practicable (but no later than thirty (30) days) following the earliest of the date on which the SEC staff advises the Company that it has no further comments on the Proxy Statement and Schedule 13E-3 or that it is not reviewing the Proxy Statement and Schedule 13E-3. The Company shall not postpone or adjourn the Company Shareholders’ Meeting, except to the extent required by applicable Law or requested by Parent (in Parent’s sole discretion) to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company's Restated Certificate . If prior to the Company Shareholders’ Meeting there has not been a sufficient number of Incorporation and/or applicable law proxies cast to constitute the Required Shareholder Vote, and provided Parent has irrevocably voted all of its and its controlled Affiliates’ Common Shares in order to consummate favor of the Merger, the CompanyCompany will, acting through its Board at Parent’s written request, postpone or adjourn the Company Shareholders’ Meeting one time and for no longer than thirty (30) days. The Company shall keep the Purchasers updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement shall have been terminated prior to the date of Directors, shall, the Company Shareholders’ Meeting in accordance with applicable law: (i) duly its terms, the obligation of the Company to call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares Company Shareholders’ Meeting in accordance with this Section 5.3 shall not be affected by the Purchaser pursuant announcement or submission to the Offer for the purpose it of considering and taking action upon this Agreement, whether any Acquisition Proposal or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals making of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the an Adverse Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itRecommendation. (b) Parent agrees that it will vote, or shall cause to be voted, voted all of the Common Shares then beneficially owned by it, the Purchaser or any of its other subsidiaries it in favor of the adoption and approval of the Merger this Agreement and the adoption of transactions contemplated by this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate Upon full execution of Incorporation and/or applicable law in order to consummate the Mergerthis Agreement, the Companyparties shall immediately undertake to prepare, acting through its file and prosecute to clearance with the Securities and Exchange Commission (the "SEC") preliminary proxy materials which will allow for a shareholders' meeting (the "Meeting") of the Company to be held as soon as possible, for the following purposes: 1.4.1 To elect a Board of Directors, shallthe nominees for which shall be Gerard Lahenex, Xxxxxxxxx, Raymond Mason xxx Bradley; 0.0.0 To authorize an amendment to the Company's Articles of Incorporation which shall effectuate a reverse split at the ratio of 1 share per every 100 shares, no fractional shares to be issued, fractional shares to be rounded up to whole shares; and 1.4.3 To authorize 2,000,000 shares of "blank check" preferred stock for acquisition purposes. Purchaser's counsel shall prepare such materials on behalf of the Company and shall submit same to counsel to the Company for approval prior to any filing with the SEC, including response filings to comment letters, if any. The Company shall pay the legal fees for preparation of such materials, which shall not exceed $5,000. Counsel to the Company shall respond in writing to Purchaser's counsel with approval or specific comments to any such submission by Purchaser's counsel within three (3) business days of receipt of such submission. The parties shall use best efforts to secure clearance by the SEC within thirty (30) days after the initial filing. Purchaser's counsel shall prepare responsive materials to any comment letters within three (3) business days of receipt of each such comment letter. Upon clearance by the SEC (or the passage of time without receipt of comments which indicates that no comments will be forthcoming), the Company shall call the Meeting in accordance with such proxy materials and in accordance with all applicable law: (i) duly calllaws, give notice ofrules and regulations, convene and hold a special meeting of its Shareholders (the "Special Meeting") to be held as soon as practicable following reasonably possible after such clearance (the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority date of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special "Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itDate"). (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directors, shall, if required to approve the Merger in accordance with applicable law: law and the Company's Certificate of Incorporation and By-Laws, (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") shareholders as soon as practicable following the acceptance for payment consummation of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon on this Agreement, whether or not the Merger and the other Transactions (the "Shareholders Meeting"), (ii) include in the Proxy Statement the unanimous recommendation of the Board of Directors determines at any time subsequent to that the shareholders of the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority vote in favor of the votes entitled to be cast by all holders approval of Shares on a fully diluted basisthis Agreement, information statement relating to the Merger and this Agreement and use its reasonable best efforts the other Transactions, which recommendation may not be withdrawn, amended or modified in a manner adverse to Purchaser (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of nor may the Board of Directors of the Company under applicable law as advised by outside counselannounce publicly its intention to do so), include in and the Statement the recommendation written opinion of the Financial Adviser that the consideration to be received by the shareholders of the Company pursuant to the Merger is fair to such shareholders and (iii) use its reasonable best efforts to obtain the necessary approval of this Agreement and the Merger by its shareholders. At the Shareholders Meeting, Purchaser shall cause all Shares then owned by it or for which it has the power to vote or direct the vote to be voted in favor of approval of this Agreement and the Transactions. (b) The Board of Directors of the Company that shall set the record date for the Shareholders vote in favor Meeting to occur immediately following the consummation of the approval Offer and the Equity Contribution so that Purchaser is the holder of record for purposes of such Shareholders Meeting of the Merger Shares acquired in the Offer and the adoption Equity Contribution, which Shares shall constitute in excess of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment two-thirds of the recommendation issued and outstanding Shares of record at such record date. In the event that it becomes necessary to delay the date of the Board of Directors of the Company made at the Company Board Shareholders Meeting, the Company agrees shall use its reasonable best efforts to ensure that if any such delay does not frustrate the Purchaser purchases purpose of the immediately preceding sentence, including by issuing Shares pursuant in accordance with Section 6.14 immediately prior to the Offer, this Agreement shall be submitted to setting any new record date for the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMeeting. (bc) Parent agrees Notwithstanding the foregoing, in the event that it will vote, or cause to be voted, all Purchaser shall acquire at least 90% of the Shares then owned by itoutstanding Shares, the Purchaser or any Company agrees, at the request of its other subsidiaries in favor Purchaser, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the approval Company's shareholders, in accordance with Section 905 of the Merger and the adoption of this AgreementNYBCL.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the MergerAs soon as practicable, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) , take all steps necessary to duly call, give notice of, convene and hold a special or annual meeting of its Shareholders shareholders (as same may be adjourned or postponed from time to time, the "Special Shareholders' Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon adopting this Agreement, whether or not . The notice of such meeting shall contain the Board of Directors determines at any time subsequent information required to be included therein pursuant to the Company Board NYBCL. (b) The Continuing Shareholders agree (i) to vote at the Shareholders' Meeting that all 7,064,328 shares of outstanding Common Stock owned of record by them as of the date of this Agreement is no longer advisable and recommends that Shareholders reject it; (iithe "Continuing Shareholder Shares") prepare and file with the SEC a preliminary proxy statement or, for adoption of this Agreement but only if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast at the Shareholders' Meeting (excluding votes cast by all the holders of Shares on a fully diluted basisthe Continuing Shareholder Shares, information statement relating to the Merger abstentions and this Agreement and use its reasonable best efforts (xbroker non-votes) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote are cast in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding (ii) not to grant a proxy to vote any withdrawal, modification Continuing Shareholder Shares other than to another Continuing Shareholder or amendment to persons identified in a proxy card distributed on behalf of the recommendation of the Company's Board of Directors to vote such Continuing Shareholder Shares at the Shareholders' Meeting in the manner provided in clause (i), and (iii) not to sell, transfer or otherwise dispose of any Continuing Shareholder Shares (other than transfers of Continuing Shareholder Shares to Mergeco or any family members of Xxxxx Xxxxxx, Xxxxxxx Xxxxxx or Xxxxxx Xxxxxx or trusts for the benefit of such Continuing Shareholders or such family members), which shares may be so transferred only if the transferee agrees in writing to be bound by the terms of the Company made at agreements contained in this Section 5.5(b). In the Company Board Meetingevent of any transfer of Continuing Shareholder Shares after the date hereof, such shares shall remain Continuing Shareholder Shares and be deemed to be owned of record by the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, Continuing Shareholders for purposes of Article II of this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itSection 5.5(b). (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If Following the purchase of the Shares pursuant to the Offer, if required by the Company's Restated Certificate of Incorporation and/or applicable law Legal Requirements in order to consummate the Merger, , (i) the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) Legal Requirements, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Company Shareholders' Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that submit this Agreement is no longer advisable and recommends that Shareholders reject itto a vote of the Company's shareholders; (ii) the Company shall prepare and file with the SEC a preliminary proxy statement or, if (the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement "Preliminary Statement") relating to the Merger and this Agreement which shall comply as to form with all applicable Legal Requirements and use its reasonable best efforts (x) to obtain which shall include all information concerning the Company, Parent and furnish the information Merger Sub required to be included set forth therein pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the applicable rules and regulations thereunder (the "1934 Act Rules", the 1934 Act Rules together with the 1934 Act, the "Exchange Act"); (iii) the Company shall, subject to review of the Preliminary Statement by the SEC and notification (either orally or in writing) to the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by Company that the SEC with respect has no further comments relating to such Preliminary Statement, distribute to the preliminary Company's shareholders a letter to shareholders, notice of meeting, proxy or information statement and cause form of proxy in connection with the Merger (collectively, including any amendments or supplements thereto, the "Proxy Statement"); (iv) the Company shall file a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals form of the Merger Proxy Statement, which shall reflect compliance with or resolution of the comments and this Agreement by its Shareholdersrequests in accordance with the Exchange Act from the SEC as the Company and Parent shall deem appropriate; (v) the Company shall distribute the definitive Proxy Statement to the Company's shareholders in accordance with applicable Legal Requirements; and (iiivi) subject to the fiduciary obligations of the Board of Directors of Section 6.1(e), the Company under applicable law as advised shall take all such other reasonable action necessary or appropriate to obtain the lawful approval of this Agreement by outside counsel, include in the Statement the recommendation Company's shareholders including soliciting from holders of the Board of Directors of the Company that Shareholders vote Shares proxies in favor of the adoption and approval of this Agreement, the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject ittransactions contemplated hereby. (b) Parent agrees that and Merger Sub shall furnish to the Company all information concerning Parent, Merger Sub and their affiliates required by the Exchange Act or as otherwise required by the SEC to be set forth in the Proxy Statement. (c) Each of the Company and Parent shall consult and confer with the other and the other's counsel regarding the Preliminary Statement and the Proxy Statement and each shall have the opportunity to comment on the Preliminary Statement and the Proxy Statement and any amendments and supplements thereto before the Preliminary Statement and the Proxy Statement, and any amendments or supplements thereto, are filed with the SEC or mailed to the Company's shareholders. Each of the Company and Parent will provide to the other copies of all correspondence between it (or its advisors) and the SEC relating to the Preliminary Statement and the Proxy Statement. (d) Parent will vote, or cause to be voted, all of the Shares then owned acquired by itParent, the Purchaser Merger Sub or any other Subsidiary of its other subsidiaries Parent in favor of the approval of the Merger and the adoption approval of this Agreement. (e) Notwithstanding the provisions of Sections 2.8 (a) and (b), in the event that Parent, Merger Sub and any other Subsidiaries of Parent shall acquire in the aggregate at least 80% of the outstanding shares of each class of capital stock of the Company pursuant to the Offer or otherwise, the parties hereto shall, subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company's shareholders, in accordance with Sections 607.0704 and 607.1104 of Florida Law.

Shareholders Meeting. (a) If required by the Company's Restated Certificate articles of Incorporation incorporation and/or applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders the Company's shareholders (the "Special Shareholders' Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) promptly prepare and file with the SEC a preliminary information or proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary information or proxy or information statement and, subject to compliance with SEC rules and regulations, cause a notice of a special meeting and a definitive information or proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andthe (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselSection 1.02(a), include in the Proxy Statement the recommendation of the Board of Directors of the Company that Shareholders the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent and the Purchaser will furnish to the Company the information relating to Parent and the Purchaser required under the Exchange Act and the rules and regulations thereunder to be set forth in the Proxy Statement. (c) The Company shall consult with Parent and the Purchaser with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford Parent and the Purchaser reasonable opportunity to comment thereon prior to its finalization. If, at any time prior to the Shareholder's Meeting, any event shall occur relating to the Company or the transactions contemplated by this Agreement which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly notify in writing Parent and the Purchaser of such event. In such case, the Company, with the cooperation of Parent and the Purchaser, will promptly prepare and mail such amendment or supplement and the Company shall consult with Parent and the Purchaser with respect to such amendment or supplement and shall afford Parent and the Purchaser reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify Parent and the Purchaser at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the shareholders of the Company. (d) Parent agrees that it will (i) vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementAgreement and (ii) take or cause to be taken all additional corporate actions necessary for the Purchaser to adopt and approve this Agreement and the transactions contemplated hereby.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, to be held as soon promptly as practicable following the acceptance Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Shareholder Proposals”) to (i) approve the issuance of the Underlying Shares upon conversion of the Preferred Shares into Common Stock (voting and non-voting) for payment purposes of NASDAQ Listing Rule 5635, and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with if necessary, amend the SEC a preliminary proxy statement or, if Articles of Incorporation to increase the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser number of authorized shares of Common Stock to cast at least a majority such number as shall be sufficient to permit the full conversion of the votes entitled to be cast by all holders of Preferred Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals such approval of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Shareholder Proposals, “Shareholder Approvals”). The Board of Directors of the Company under applicable law as advised by outside counsel, include in shall recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Merger Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the adoption of this Agreement; providedCompany’s shareholders not more than 10 Business Days after clearance thereof by the Commission, howeverand shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that notwithstanding any withdrawalShareholder Approvals are not obtained at such special shareholders’ meeting, modification or amendment of the recommendation of Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause its shareholders to be voted, all held no less than once in each subsequent six-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such special shareholders’ meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law Law in order to consummate the Merger, the Company, acting through its the Company Board of Directors, shall, in accordance with applicable lawLaw and the Company’s articles of incorporation and bylaws, shall, as soon as reasonably practicable following the Tender Completion Time: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders to consider the adoption and approval of this Agreement and the approval of the Merger (the "“Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it”); (ii) prepare and file with the SEC under the Exchange Act a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its commercially reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentParent shall have had a reasonable opportunity to review and comment on the Proxy Statement, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (in either case, the "“Proxy Statement"”) to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andshareholders as promptly as reasonably practicable; (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselSection 5.2, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the adoption and approval of this Agreement and the approval of the Merger; and (iv) subject to Section 5.2, use its commercially reasonable best efforts to solicit from holders of Shares proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the adoption approval of this Agreement; provided, however, that notwithstanding shareholders required by the MBCA and any withdrawal, modification or amendment other applicable Law and the Company’s articles of incorporation and bylaws (if applicable) to effect the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (b) Parent agrees that it will to vote, or cause to be voted, all of the Shares then beneficially owned by it, the Purchaser Sub or any of its other subsidiaries their respective Affiliates in favor of the adoption and approval of this Agreement and the approval of the Merger and the adoption of this AgreementMerger.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Board, shall, at the Parent's request and in accordance with applicable law: (i) duly call, give notice of, convene and hold a an annual or special meeting of its Shareholders shareholders (the "Special Shareholders' Meeting") ), to be held as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting (provided that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased paid for Shares permitting pursuant to the Purchaser Offer) for the purpose of approving and adopting this Agreement, the Merger and the transactions contemplated hereby and thereby; (ii) subject to cast at least a majority the provisions of Section 1.02(a) (iii), the Board will include in the Proxy Statement (as defined in Section 4.07) the recommendation of the votes entitled Board that shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby and that the cash consideration to be cast received by all holders the shareholders of Shares on a fully diluted basis, information statement relating the Company pursuant to the Merger is fair to such shareholders; and (iii) will, as soon as practicable after the Parent's request, prepare and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by file a preliminary Proxy Statement with the SEC in the Statement (as hereinafter defined) and, after consultation with Parentthe Parent and the Purchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy or information statement version thereof and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders at the earliest practicable time after responding to all such comments to the satisfaction of the staff of the SEC and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption shareholders of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment . Without limiting the generality of the recommendation of the Board of Directors of the Company made at the Company Board Meetingforegoing, the Company agrees that if the Purchaser purchases Shares its obligations pursuant to this Section 2.07(a) shall not be affected by either the Offercommencement, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether public proposal, public disclosure or not the Board of Directors determines at any time subsequent other communication to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itof any offer to acquire some or all of the Shares or all or any substantial portion of the assets of the Company or any change in the recommendation of the Board. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by itThe Company, the Purchaser Parent and the Purchaser, as the case may be, shall promptly prepare and file any other filings required under the Exchange Act or any of its other subsidiaries in favor of the approval of Federal or state securities or corporate laws relating to the Merger and the transactions contemplated herein (the "Other Filings"). Each of the parties hereto shall notify the other parties hereto promptly of the receipt by it of any comments from the SEC or its staff and of any request of the SEC for amendments or supplements to the Proxy Statement or by the SEC or any other governmental officials with respect to any Other Filings or for additional information and will supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its staff or any other governmental officials, on the other hand, with respect to the Proxy Statement, any Other Filings or the Merger. The Company, the Parent and the Purchaser each shall use its best efforts to obtain and furnish the information required to be included in the Proxy Statement, any Other Filings or the Merger. If at any time prior to the time of approval of this Agreement by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such amendment or supplement. The Company shall not mail the Proxy Statement or, except as required by the Exchange Act or the rules and regulations promulgated thereunder, any amendment or supplement thereto, to the Company's shareholders unless the Company has first obtained the consent of the Parent to such mailing. (c) At the meeting of shareholders, the Parent, the Purchaser and their affiliates will vote all Shares owned by them in favor of approval and adoption of this Agreement, the Merger, and the transactions contemplated hereby and thereby. (d) Notwithstanding the foregoing, in the event that the Purchaser shall acquire at least 90 percent of then outstanding Shares, the parties hereto agree, at the request of the Purchaser, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 905 or 907 of the BCL, as soon as reasonably practicable after such acquisition and satisfaction or waiver of the conditions of Article VII, without a meeting of the shareholders of the Company.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Seller shall, in accordance with its certificate of incorporation and bylaws and the applicable provisions of Wyoming law: (i) duly call, give notice of, convene call and hold a special meeting of its Shareholders shareholders (on a date selected by the Seller in consultation with the Purchaser) as promptly as reasonably practicable to consider and to vote upon and approve the Agreement and the Asset Sale (the "Special Shareholders' Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting ). The Seller shall ensure that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file all proxies solicited in connection with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by Shareholders' Meeting are solicited in compliance with all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itLegal Requirements. (b) Parent agrees Subject to Section 4.6(c): (i) Proxy Statement shall include a statement to the effect that it will the board of directors of the Seller unanimously recommends that the Seller's shareholders vote to approve the Agreement and the Asset Sale at the Shareholders' Meeting (the recommendation of the Seller's board of directors that the Seller's shareholders vote to approve the Agreement and the Asset Sale being referred to as the "Seller Board Recommendation"); and (ii) the Seller Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchaser, and no resolution by the board of directors of the Seller or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to the Purchaser shall be adopted or proposed. (c) Notwithstanding sections (a) and (b) above, the Seller may approve the Agreement and Asset Sale by written consent of a majority of the shares authorized to vote. Such written consent to be in conformity with Wyoming law. (d) The Seller's obligation to call, give notice of and hold the Shareholders' Meeting in accordance with Section 4.6(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or other Acquisition Proposal, or cause to be voted, all by any withdrawal or modification of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementSeller Board Recommendation.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer Offer, or the termination of the Offer, for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Company Proxy Statement (as hereinafter defineddefined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Company Proxy Statement") to be mailed to its Shareholders shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Company Proxy Statement the recommendation of the Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement unless, in the opinion of the Board of Directors after consultation with independent counsel, the inclusion of such recommendation would be inconsistent with its fiduciary duties under applicable law. (b) Parent and Purchaser agree that Shareholders Purchaser shall, and shall cause any permitted assignee of Purchaser to, vote all Shares then owned by it which are entitled to vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the CompanyCSC, acting through its Board of Directors, shall, in accordance with applicable law: (ia) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Shareholders' Meeting") as soon as practicable following , to be held reasonably promptly after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer date hereof, for the purpose of considering and taking action upon this Agreement, whether or not including the Board obtaining of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itCSC Shareholder Approval; (iib) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the CSC's Board of Directors that shareholders of the Company that Shareholders CSC vote in favor of the approval of the Merger and the adoption of this Agreement; providednotwithstanding anything to the contrary in this Agreement, howeverCSC's Board of Directors may withdraw, that notwithstanding modify or amend its recommendation if in the good faith opinion of CSC's Board of Directors, after consultation with counsel, such recommendation is reasonably determined to be inconsistent with its fiduciary duties to CSC's shareholders under applicable law; and any such withdrawal, modification or amendment shall not constitute a breach of this Agreement; and (c) use all reasonable efforts to (i) promptly prepare the recommendation Proxy Statement, (ii) cause the Proxy Statement to be mailed to its shareholders reasonably promptly, and in any event within twenty (20) business days, following the date hereof, and (iii) obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby unless, in the good faith opinion of CSC's Board of Directors after consultation with its counsel, obtaining such approvals is inconsistent with its fiduciary duties to CSC's shareholders under applicable law. At such meeting, Buyer and its Affiliates will vote all shares of the Company made at the Company Board MeetingCSC's voting stock, the Company agrees that if the Purchaser purchases Shares pursuant to the Offerany, this Agreement shall be submitted to the Shareholders for owned by any of them in favor of approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreementtransactions contemplated hereby.

Shareholders Meeting. (a) If required by the Company's Restated Certificate Articles of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon promptly as --------------- practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its commercially reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement statement, including any amendment or supplement thereto (the "Proxy ----- Statement") to be mailed to its Shareholders shareholders, provided that no amendment or --------- supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsellaw, include in the Proxy Statement the recommendation of the Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will provide the Company with the information concerning Parent and the Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shallThe Company will take, in accordance with applicable law:Law and its Organizational Documents, all action necessary to convene the Company Shareholders Meeting as promptly as reasonably practicable after the Registration Statement is declared effective and the SEC advises it has no further comments on the Proxy/Prospectus to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or pursuant to Section 7.4(b). Notwithstanding the foregoing, if the partnership delivers a notice of an intent to make a Change of Recommendation pursuant to Section 7.2(d)(ii) or Section 7.2(d)(iii) within the five days prior to the Original Date or any date that the Company Shareholders Meeting is scheduled to be held thereafter in accordance with the terms of this Section 7.4, if directed by Parent, the Company shall as promptly as practicable thereafter postpone or adjourn the Company Shareholders Meeting for up to ten days in accordance with Parent’s direction. Subject to Section 7.2 of this Agreement, the Company Board shall recommend such approval and shall take all lawful action to solicit such approval. (b) The Company agrees (i) duly callto provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports) and (ii) to give written notice to Parent one day prior to the Company Shareholders Meeting and, if requested, on the day of, convene and hold but prior to, the Company Shareholders Meeting, indicating whether as of such date sufficient proxies representing the Requisite Company Vote have been obtained. Notwithstanding the foregoing, if, on a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant date that is two Business Days prior to the Offer for date the purpose of considering and taking action upon this AgreementCompany Shareholders Meeting is scheduled (in either case, the “Original Date”), (A) the Company has not received proxies representing the Requisite Company Vote, whether or not the Board of Directors determines at a quorum is present or (B) it is necessary to ensure that any time subsequent supplement or amendment to the Company Board Meeting that this Agreement Proxy/Prospectus is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by delivered, the SEC in Company may, or if Parent so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Statement (Company Shareholders Meeting as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by long as the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors date of the Company under applicable law as advised by outside counsel, include Shareholders Meeting is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or more than an aggregate of twenty days from the Statement Original Date in reliance on the recommendation preceding sentence. (c) Without limiting the generality of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meetingforegoing, the Company agrees that if its obligation to hold the Purchaser purchases Shares Company Shareholders Meeting pursuant to this Section 7.4(c) shall not be affected by the Offer, making of a Change of Recommendation and its obligations pursuant to this Agreement Section 7.4(c) shall not be submitted affected by the commencement of or announcement or disclosure of or communication to the Shareholders for approval and adoption at Company of any Acquisition Proposal. The Company agrees that it shall not submit to the Special Meeting vote of the holders of Listed Shares any Acquisition Proposal (whether or not the Board of Directors determines at any time subsequent a Superior Proposal) prior to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all vote of the Shares then owned by it, Company’s stockholders with respect to the Purchaser or any of its other subsidiaries in favor of Requisite Company Vote at the approval of the Merger and the adoption of this AgreementCompany Shareholders Meeting.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order Subject to consummate the MergerSection 6.6 and ARTICLE VIII, the Company, acting through its Board of Directors, shallCompany shall take, in accordance with applicable law: (i) duly callLaw and the Company Memorandum and Articles of Association, give notice of, all actions necessary to convene and hold a special an extraordinary general meeting of its Shareholders (the "Special “Shareholders’ Meeting") as soon as practicable following the acceptance for payment of ”), including sending notices and payment for Shares by the Purchaser pursuant a statement containing relevant information to the Offer for the purpose of considering and taking action upon this AgreementMerger, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with as promptly as reasonably practicable after the SEC a preliminary proxy statement or, if confirms that it has no further comments on the Purchaser shall have accepted for payment Schedule 13E-3 and purchased Shares permitting Proxy Statement to consider and vote upon the Purchaser to cast at least a majority approval of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this AgreementMerger; provided, however, that notwithstanding for the avoidance of doubt, the Company may adjourn the Shareholders’ Meeting for up to thirty calendar days (but in any withdrawal, modification event no later than two Business Days prior to the Termination Date) (i) with the written consent of Parent; (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or amendment by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the recommendation board of the Board of Directors directors of the Company made has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Provided each Consortium Member has complied with its obligations under the Voting and Subscription Agreement, Parent may request on only one occasion that the Company adjourn the Shareholders’ Meeting for up to thirty calendar days (but in any event no later than two Business Days prior to the Termination Date), 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) (x) to constitute a quorum necessary to conduct the business at the Shareholders’ meeting or (y) voting in favour of approval of this Agreement and the Transactions to obtain the Company Board MeetingRequisite Vote in which event the Company shall, in each case, cause the Shareholders’ Meeting to be adjourned in accordance with Parent’s request. In the event that subsequent to the date hereof, the board of directors of the Company makes a Change of Company Position (as defined below), the Company agrees that if shall have the Purchaser purchases Shares pursuant right not to submit this Agreement to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all holders of the Shares then owned by it, for approval at the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementShareholders’ Meeting.

Shareholders Meeting. (a) If required The Company shall cause a meeting of its shareholders to be held for the purpose of acting upon the Merger and this Agreement. Such meeting shall be held within a reasonable period after the Agreement Date on such date as determined by the Company's Restated Certificate . The Company shall send to its shareholders, at least twenty (20) days prior to such meeting, notice of Incorporation and/or applicable law such meeting together with a proxy statement, which shall include a copy of this Agreement and a copy of Section 351.455 of the GBCM governing the rights of Dissenting Shareholders. The proxy statement shall include information regarding Acquiror and the Acquiror Common Stock to be issued in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") which information shall be provided by Acquiror as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant prior to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority mailing date of the votes entitled proxy statement. The Company and its board of directors shall recommend to be cast by all holders its shareholders the approval of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use shall solicit proxies voting only in favor thereof from the shareholders, and the Company and its reasonable best efforts (x) board of directors shall not withdraw, modify or change, in any manner adverse to obtain and furnish the information required Acquiror, or publicly announce its intent to be included by the SEC withdraw, modify or change, in the Statement (as hereinafter defined) andany manner adverse to Acquiror, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals such recommendation of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this AgreementMerger; provided, however, that notwithstanding any withdrawal, modification or amendment of the Company shall not be required to make the recommendation of the Board of Directors of the Company made at the Company Board Meetingrequired by this Section 6.23(a), the Company agrees that and shall be permitted to withdraw, modify or change such recommendation, if the Purchaser purchases Shares pursuant board of directors of Company determines, in good faith, that the exercise of its fiduciary duties to the Offerits shareholders under applicable law, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itas advised by its counsel, so requires. (b) Parent agrees For the avoidance of doubt, the parties acknowledge that it will vote, or cause to be voted, all the failure of the Shares then owned by it, Company to comply with the Purchaser or any provisions of its other subsidiaries in favor this Section 6.23 shall be deemed to have a Material Adverse Effect on Acquiror’s rights under this Agreement. (c) At the meeting of the shareholders called to consider and vote upon approval of the Merger and the adoption of this Agreement, the holders of a majority of the outstanding shares of Company Common Stock and Company Series A Preferred Stock (voting together as a single class) shall elect a shareholder representative, who shall have approval authority as set forth in Section 2.11, Section 12.8 and Section 12.9 (the “Shareholder Representative”) and who may also, as part of such vote, be released from any liability by the shareholders when he or she acts in reliance upon the advice of attorneys or accountants selected by him or her.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) Target shall as promptly as practicable duly call, give notice ofof and take all other action necessary in accordance with applicable law to convene, convene and hold a special meeting of its Shareholders shareholders (the "Special MeetingSHAREHOLDERS MEETING") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering obtaining the affirmative vote of holders of Ordinary Shares of Target casting at least two-thirds of the votes cast and taking action excluding all Ordinary Shares, if any, owned by the Voting Trust (i) to approve the Purchase, (ii) to approve the Distribution, conditioned only upon this Agreementthe Closing, whether or not (iii) to appoint at Closing one person designated by Westfield Limited (the "WESTFIELD DESIGNEE") to the Board of Directors determines at any time subsequent Liquidators, PROVIDED that Target shall have the right to object to the Company Westfield Designee on a reasonable basis, PROVIDED, FURTHER, that if no Westfield Designee is appointed to the Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; of Liquidators at Closing (ii) prepare and file with due to the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority failure of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) Westfield Designee to obtain the necessary approvals required approval of the Merger and Dutch Central Bank, as a result of the objection by Target or otherwise), the Board of Liquidators shall consult with Westfield Limited on a reasonable basis on matters related to, or in connection with, the Distribution, PROVIDED, FURTHER, that Target shall have no obligation pursuant to this Agreement by its Shareholders; and clause (iii) subject if Westfield Limited transfers all of its equity ownership in Target to an unaffiliated third party, and (iv) to appoint the fiduciary obligations members of the Management Board as liquidators to carry out the Distribution in accordance with the Protocol, and shall take all lawful action to solicit the approval of such transactions by such vote. The Management Board and the Supervisory Board of Directors Target shall recommend that holders of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders Ordinary Shares vote in favor of such resolutions. Subject to SECTION 5.8, the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification Supervisory Board shall not withdraw or amendment of the modify in a manner adverse to Purchasers its recommendation of the Board of Directors resolutions. Target agrees that it will not cancel, postpone or adjourn the date of the Company made at Shareholders Meeting or change the Company Board Meeting, items on the Company agrees that if agenda without the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board agreement of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itPurchasers. (b) Parent agrees that it will voteAs promptly as reasonably practicable after the date of this Agreement, Target shall prepare a shareholder circular relating to the matters to be submitted to the shareholders of Target at the Shareholders Meeting. Target shall provide Purchasers with a reasonable opportunity to review and comment on the shareholder circular, and on any amendment or supplement thereto, and shall not distribute the shareholder circular, or cause any amendment or supplement thereto, to its shareholders prior to the approval of such document by the Purchasers, which approval shall not be votedunreasonably withheld or delayed. The shareholder circular shall comply as to form in all material respects with the applicable provisions of applicable law. Each Purchaser shall furnish all information concerning itself and its Affiliates which is required or customary for inclusion therein. If at any time prior to the Shareholders Meeting any information relating to Target or Purchasers, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries their respective Affiliates, officers or directors, should be discovered by Target or Purchasers which should be set forth in favor an amendment or supplement to the shareholder circular so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the approval circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly and disseminated to the shareholders of the Merger and the adoption of this AgreementTarget.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: Law and the Company’s Articles of Incorporation and Bylaws, (i) duly call, give notice of, convene and hold a an annual or special meeting of its Shareholders (the "Special Meeting") shareholders as soon promptly as practicable following the acceptance for payment consummation of and payment for Shares by the Purchaser pursuant to the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action upon on this Agreement and the Transactions (the “Shareholders’ Meeting”), and (ii) subject to the terms of this Agreement, whether (A) include in the Proxy Statement, and not subsequently withdraw or not modify in any manner adverse to Purchaser or Parent, the Board unanimous recommendation of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority shareholders of the votes entitled to be cast by all holders Company approve the principal terms of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and (B) use its reasonable best efforts (x) to obtain such approval. The Company shall ensure that the Shareholders’ Meeting is called, noticed, convened, held and furnish conducted, and that all parties solicited in connection with the information required Shareholders’ Meeting are solicited, in compliance with all applicable Law. At the Shareholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their subsidiaries to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote voted in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment principal terms of the recommendation Merger. (b) Without limiting the generality of the Board of Directors of the Company made at the Company Board Meetingforegoing, the Company agrees that if the Purchaser purchases Shares its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the OfferShareholders’ Meeting after the Acceptance Time shall not be affected by the commencement, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether public proposal, public disclosure or not the Board of Directors determines at any time subsequent communication to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itof any Superior Proposal. (bc) Parent agrees Notwithstanding the foregoing, in the event that it will votePurchaser shall hold, or cause to be votedtogether with all Company Shares held by Parent, all at least ninety percent (90%) of the Shares then owned by itoutstanding Company Shares, the Purchaser or any of its other subsidiaries parties hereto agree, subject to Article 8, to take all necessary and appropriate action to cause the Merger to become effective in favor accordance with Section 1110 of the approval CGCL, as soon as reasonably practicable (but in no event more than 24 hours unless otherwise restricted or prohibited by applicable Law) after such acquisition, without a meeting of the Merger and shareholders of the adoption of this AgreementCompany.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shallThe Company will take, in accordance with applicable law: (i) duly callLaw and its organizational documents, give notice of, convene and hold all action necessary to present a special meeting proposal for the approval by shareholders of its Shareholders the transactions contemplated by this Agreement (the "Special Shareholder Approval Proposal") for a vote at a meeting of the Company's shareholders, which meeting shall be held as promptly as possible but in any event within such time periods as required by applicable regulatory authorities (the "Shareholders' Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it;). (iib) The Company shall prepare and file with the SEC Commission as promptly as possible after the date hereof a preliminary proxy statement or, if for use in soliciting proxies in connection with the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement Shareholders' Meeting (as hereinafter defined) andamended or supplemented, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the ). The Proxy Statement shall contain the recommendation of the Board of Directors of the Company that Shareholders vote in favor the Company's shareholders approve the Shareholder Approval Proposal. The Company shall notify Buyer promptly of the approval receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to the Proxy Statement or for additional information and will supply Buyer with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission or the members of its staff or of any other Governmental Entities, on the other hand, with respect to the Proxy Statement. The Company shall give Buyer and its counsel the reasonable opportunity to review and comment on those portions of the Merger Proxy Statement which pertain to Buyer, the purchase of Shares hereunder or the Shareholder Approval Proposal prior to its being filed with the Commission and shall give Buyer and its counsel the adoption of this Agreement; providedreasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, howeveror sent to, the Commission, provided that notwithstanding Buyer and its counsel shall provide such comments as soon as possible. The Company shall give reasonable consideration to any withdrawalcomments Buyer or its counsel may provide with respect to the Proxy Statement or any amendment or supplement thereto. (c) Other than with respect to any information with respect to Buyer supplied to the Company by Buyer in writing specifically for inclusion in the Proxy Statement as to which information the Company makes no representation or warranty, modification or amendment the Company hereby represents and warrants that the Proxy Statement, as of the recommendation date thereof and as of the Board date of Directors the Shareholders' Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. (d) Buyer hereby represents and warrants that the Proxy Statement, as of the date thereof and as of the date of the Shareholders' Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading, to the extent, and only to the extent that such statement or omission was made in reliance upon and in conformity with information with respect to Buyer and its Affiliates supplied to the Company by Buyer specifically for inclusion in the Proxy Statement. (e) Buyer and its Affiliates hereby agree that they will vote the Common Shares of the Company made at which they own on the Company Board Meeting, Shareholder Approval Proposal in the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval same proportions as those shareholders other than Buyer and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itits Affiliates voting thereon. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders shareholders (the "Special “Initial Shareholders Meeting") ”), as soon promptly as practicable following the acceptance Closing, but in no event later than November 30, 2010, for payment holders of Common Stock, the Series B Preferred Shares and payment the Series C Preferred Shares to vote (each voting as a separate class) on proposals (the “Shareholder Proposals”) to approve the issuance of Common Stock upon conversion of the Series B Preferred Shares and the Series C Preferred Shares for Shares by purposes of Rule 5635 of the Purchaser pursuant to NASDAQ Stock Market Rules (such approvals of the Offer for the purpose of considering and taking action upon this AgreementShareholder Proposals, whether or not the “Shareholder Approval”). The Board of Directors determines at any time subsequent shall recommend to the Company’s shareholders that such shareholders approve the Shareholder Proposals (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation. In connection with the Initial Shareholders Meeting, the Company Board Meeting that this Agreement is no longer advisable shall promptly prepare (and recommends that Shareholders reject it; (iithe Purchasers will reasonably cooperate with the Company to prepare) prepare and file (but in no event more than thirty (30) days following the Closing Date) with the SEC Commission a preliminary proxy statement orstatement, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to the Initial Shareholders Meeting to be mailed to the Company’s shareholders not more than ten (10) calendar days after clearance thereof by the SEC Commission, and shall use its reasonable best efforts to solicit proxies in favor of the Shareholder Approval, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approval. The Company shall notify the Purchasers promptly of the receipt of any comments from the Commission or its staff with respect to the preliminary proxy or information statement and cause of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a definitive proxy or information statement (written agreement regarding the "Statement") confidentiality and use of such information). If at any time prior to the Initial Shareholders Meeting there shall occur any event that is required to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject set forth in an amendment or supplement to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meetingproxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In addition, each Purchaser and the Company agrees to promptly correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have knowingly become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Purchasers with reasonable opportunity to comment thereon (it being acknowledged and agreed that if a Purchaser does not object to or comment on the aforementioned documents within three (3) Business Days, then the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted deemed to have consented to and approved the Shareholders for approval and adoption at the Special Meeting whether or not the Board use of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itsuch documents). (b) Parent agrees In the event that it will votethe Shareholder Approval is not obtained at the Initial Shareholders Meeting in accordance with the requirements of NASDAQ Stock Market Rules and the Corporations Code of the State of California, or cause the Company shall include a proposal to approve (and the Board shall recommend approval of) such Shareholder Proposal(s) at a subsequent special meeting of its shareholders to be voted, all held no later than ninety (90) days from the date of the Shares then owned by it, Initial Shareholders Meeting (the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.“

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, Sasol Limited shall take all action necessary in accordance with applicable law: (i) Laws and the Organizational Documents of Sasol Limited to duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer shareholders for the purpose of considering and taking action upon this Agreementobtaining the Shareholder Approval, whether or not to be held as promptly as reasonably practicable following the Board of Directors determines at any time subsequent Execution Date. Subject to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority provisions of the votes entitled to be cast Companies Act and the Organizational Documents of Sasol Limited and upon the approval by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of Sasol Limited (the Company under applicable law as advised by outside counsel, include in the Statement the recommendation “Sasol Limited Board”) of the Board of Directors consummation of the Company that Shareholders vote in favor of the approval of the Merger transactions contemplated by this Agreement and the adoption other Transaction Documents (including, for the avoidance of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meetingdoubt, the Company agrees Reorganization), Sasol Limited shall recommend that if the Purchaser purchases Shares pursuant shareholders of Sasol Limited approve the transactions contemplated by this Agreement and the other Transaction Documents (such recommendation, the “Sasol Limited Board Recommendation”) and the Sasol Limited Board shall solicit from shareholders of Sasol Limited proxies in connection with the consummation of such transactions, and any circular, proxy statement or similar document soliciting such proxies shall include the Sasol Limited Board Recommendation. To the extent permitted by applicable Law, the Existing Member shall (a) keep the New Member reasonably informed with respect to the Offer, this Agreement shall be submitted to the Shareholders for approval Shareholder Approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will voteprovide the New Member a reasonable opportunity to review and comment on any portion of any circulars, proxy statements or cause similar documents or other materials proposed to be voted, all distributed to the shareholders of Sasol Limited in connection with the Shares then owned Shareholder Approval to the extent such language references or describes the New Member or the transactions contemplated by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement. The provisions of Article XII shall be deemed incorporated in and to apply to this Section 6.05.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: Law and its Certificate of Incorporation and bylaws, adjourn the previously called special meeting of its shareholders (the “Shareholders Meeting”) until a date not later than May 29, 2007 for the purpose of considering and voting upon the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of the Special Committee, shall (i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable law. Notwithstanding anything to the contrary herein, the Parent shall have the option (in its sole discretion) to cause the Company Board to submit this Agreement to the shareholders of the Company, whether or not the Company at any time changes, withdraws or modifies such favorable recommendation. In connection with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the shareholders of the Company required by the DGCL and the Company’s Certificate of Incorporation and Bylaws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, if the Parent notifies the Company Board that the Company Board must submit this Agreement to the Company’s shareholders for approval and adoption, (A) the Company agrees that its obligation to duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") holders of Common Shares, as soon as practicable following the acceptance for payment of and payment for Shares required by this Section 5.2, shall not be affected by the Purchaser withdrawal, amendment or modification of the favorable recommendation and (B) the Company agrees that its obligations pursuant to this Section 5.2 shall not be affected by the Offer for the purpose of considering and taking action upon this Agreementcommencement, whether public proposal, public disclosure or not the Board of Directors determines at any time subsequent communication to the Company Board Meeting that of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement is shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger is advisable and no longer recommends that Shareholders reject it;approval of the Merger. (iib) The Company shall (i) promptly prepare and file with the SEC a preliminary (but in no event later than five (5) Business Days after the date hereof) and on the date of filing mail to its shareholders the proxy statement orsupplement to the Proxy Statement and all other proxy materials required in connection with the Shareholders Meeting, if the Purchaser shall have accepted for payment (ii) promptly notify Acquisition Corp. and purchased Shares permitting the Purchaser to cast at least a majority Parent of the votes entitled to be cast by all holders receipt of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any written or oral comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any written or information statement oral requests by the SEC for any amendment or supplement thereto or for additional information, and cause a definitive proxy shall promptly provide to Acquisition Corp. and Parent (A) copies of all written correspondence between the Company or information statement any representative of the Company and the SEC and (B) written summaries of all oral correspondence between the "Statement"Company or any representative of the Company and the SEC, (iii) shall give Acquisition Corp. and Parent and their counsel the opportunity to be mailed review and comment on the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Acquisition Corp. and Parent and their counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) except as otherwise permitted by Section 5.02(a), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the Merger and this Agreement by (v) use its Shareholders; and (iii) subject reasonable best efforts otherwise to the fiduciary obligations of the Board of Directors of the Company under comply with all legal requirements applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itsuch meeting. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by Unless (i) the Company's Restated Certificate Company has received an Acquisition Proposal (as hereinafter defined) that was unsolicited and did not otherwise result from a breach of Incorporation and/or applicable law in order Section 7.5(a) herein and (ii) the Company Board determines that such Acquisition Proposal is reasonably likely to consummate the Mergerlead to a Superior Acquisition Proposal (as hereinafter defined), then the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (iA) duly Duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon this Agreement, whether or not Agreement and the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it;Transactions; and (iiB) Together with MergerCo prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and the Transactions, and use its reasonable best efforts to (x1) to obtain and furnish the information required to be included by the SEC in a definitive proxy statement (the Statement (as hereinafter defined"Proxy Statement") and, after consultation with ParentMergerCo, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders, and (y2) to obtain the necessary approvals approval of the Merger and this Agreement and the Transactions by its Shareholdersshareholders; and and (iii3) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger this Agreement and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itTransactions. (b) MergerCo and Parent agrees that it will voteshall furnish all information about themselves, their business and operations and their owners and all financial information to the Company as may be reasonably necessary in connection with the preparation of the Proxy Statement. The Company shall give Parent and MergerCo and their counsel the opportunity to review, prior to their being filed with, or sent to the SEC, (i) the Proxy Statement and (ii) all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments. Each of the Company, on the one hand, and MergerCo, on the other hand, agrees to correct promptly any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all necessary steps to cause the Proxy Statement as so corrected to be voted, all filed with the SEC and to be disseminated to the shareholders of the Shares then owned Company, in each case, to the extent required by itapplicable Securities Laws. The Company shall notify MergerCo of the receipt of any comments of the SEC with respect to the preliminary proxy statement. (c) None of the information supplied by the Company specifically for inclusion or incorporation by reference in (i) the Proxy Statement, or (ii) the Purchaser Other Filings (as hereinafter defined) will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement, as of the date it or any amendment or supplement thereto is mailed to shareholders and at the time of its other subsidiaries any meeting of shareholders to be held in favor connection with the Merger, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the approval circumstances under which they are made, not misleading. The Proxy Statement, insofar as it relates to the Company or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements of the Merger Exchange Act and the adoption rules and regulations promulgated thereunder. The Company makes no representation, warranty or covenant with respect to information concerning MergerCo or Parent or their affiliates included in the Proxy Statement or information supplied by MergerCo or Parent or their affiliates for inclusion in the Proxy Statement. (d) None of this Agreementthe information supplied by MergerCo or Parent or their affiliates specifically for inclusion or incorporation by reference in (i) the Proxy Statement, or (ii) the Other Filings, will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement, as of the date it or any amendment or supplement thereto is mailed to shareholders and at the time of any meeting of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement, insofar as it relates to MergerCo or Parent or their affiliates or other information supplied by MergerCo or Parent or their affiliates for inclusion therein, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. MergerCo and Parent make no representations, warranties or covenants with respect to information concerning the Company included in the Proxy Statement or information supplied by the Company for inclusion in the Proxy Statement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: (i) Law, the Company’s Organizational Documents and the rules of The Nasdaq Global Market promptly and duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer Company Shareholders Meeting for the purpose of considering and taking action voting upon this Agreementthe Company Voting Proposal. Subject to Section 6.4(b), whether or not the Board of Directors determines at any time subsequent to (i) the Company Board Meeting that this Agreement is no longer advisable shall make the Company Recommendation and recommends that Shareholders reject it; include such Company Recommendation in the Proxy Statement, (ii) prepare and file with the SEC Company Board shall not withhold, withdraw or modify in a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser manner adverse to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, or publicly propose or resolve to respond promptly withhold, withdraw or modify in a manner adverse to any comments made by Parent, the SEC with respect to the preliminary proxy or information statement Company Recommendation, and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company shall take all action that Shareholders vote is both reasonable and lawful to solicit from its shareholders proxies in favor of the approval Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors shareholders of the Company made at required by the rules of The Nasdaq Global Market or the CCC to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, with the mutual agreement of Parent may adjourn or postpone the Company Board MeetingShareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders or, if as of the time for which the Company agrees that if Shareholders Meeting is originally scheduled (as set forth in the Purchaser purchases Shares pursuant 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 Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board business of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMeeting. (b) Parent agrees that it will votePrior to the termination of this Agreement in accordance with Section 8.1, or cause to be voted, all (i) nothing contained in this Agreement shall limit in any way the obligation of the Shares then owned by it, Company to convene and hold the Purchaser or any of its other subsidiaries Company Shareholders Meeting in favor of the approval of the Merger and the adoption accordance with Section 6.9(a) of this Agreement, and (ii) the Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the transactions contemplated by this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the CompanyHBI, acting through its Board of Directorsthe HBI Board, shall, in accordance with applicable lawLaw: (ia) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders’ Meeting"”) as soon as practicable following after the acceptance date that HBI and TCB have mutually determined that the Proxy Statement/PPM is final for payment of and payment for Shares by the Purchaser pursuant to the Offer for (i) the purpose of considering approving and taking action upon adopting this Agreement, whether or not the Board Merger, and the transactions contemplated hereby and (ii) such other purposes consistent with the complete performance of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable as may be necessary and recommends that Shareholders reject itdesirable; (iib) prepare and file with require no greater than the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority minimum vote of the votes entitled capital stock of HBI, required by applicable Law in order to be cast by all holders of Shares on a fully diluted basisapprove this Agreement, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andtransactions contemplated hereby; (iiic) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement Proxy Statement/PPM the recommendation of the HBI Board that the shareholders of Directors of the Company that Shareholders HBI vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby; (d) cause the Proxy Statement/PPM to be mailed to the shareholders of HBI as soon as practicable after the date referenced in Section 5.02(a) above, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption transactions contemplated hereby by shareholders holding at least the minimum number of shares of HBI Stock entitled to vote at the Shareholders’ Meeting necessary to approve the foregoing under applicable Law. The letter to shareholders, notice of meeting, proxy statement of HBI and form of proxy to be distributed to shareholders in connection with this AgreementAgreement and the Merger shall be in form and substance reasonably satisfactory to TCB and are collectively referred to herein as the “Proxy Statement/PPM”; and (e) In connection with the distribution of the Proxy Statement/PPM to its shareholders, HBI shall provide to each of HBI shareholders an investor questionnaire in a form satisfactory to TCB (the “Accredited Investor Questionnaire”), pursuant to which each shareholder of HBI will be asked to certify to HBI and to TCB that such shareholder is an Accredited Investor, and HBI shall use its commercially reasonable efforts to (i) collect a completed Accredited Investor Questionnaire from each of its shareholders, and (ii) determine whether each of its shareholders is an Accredited Investor and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the receipt of the Merger Consideration. HBI shall promptly provide to TCB copies of the completed Accredited Investor Questionnaires that it receives and any other information reasonably requested by TCB to assist TCB in determining whether an HBI shareholder is an Accredited Investor and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the receipt of the Merger Consideration.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, as soon promptly as practicable following the acceptance Original Signing Date, but in no event later than October 31, 2011, to vote on proposals (the “Shareholder Proposals”) to approve (i) the issuance of Common Stock and conversion of the Non-Voting Common Stock for payment purposes of and payment for Shares by Rule 5635 of the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this AgreementNASDAQ Stock Market Rules, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with authorizing a new class of Non-Voting Common Stock to allow for the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority exercise of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger Warrants and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject an increase in the number of authorized shares of Common Stock to allow for the issuance of the Securities (such approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary obligations of duties under North Carolina law, the Board of Directors of the Company under applicable law as advised by outside counsel, include in shall recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Merger Commission or its staff with respect to the preliminary proxy statement and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the adoption of this Agreement; providedCompany’s shareholders no later than September 16, however2011, that notwithstanding any withdrawaland shall use its reasonable best efforts to solicit proxies for such Shareholder Approval, modification or amendment including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall notify Purchaser promptly of the recommendation receipt of any comments from the Commission or its staff with respect to the proxy statement and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, non-public information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause its shareholders to be voted, all held no less than once in each subsequent six-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such shareholder meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its the Company Board (or a committee thereof), shall as promptly as reasonably practicable following the date on which the Company files and/or cleared with the SEC the Form 6-K with the Proxy Statement (but subject to the last sentence of Directorsthis Section 7.02), shalltake all action required under the Bermuda Companies Act, in accordance with the memorandum of association and the bye-laws of the Company and the applicable law: (i) requirements of the NASDAQ necessary to promptly and duly call, give notice of, convene and hold a special as promptly as reasonably practicable the Shareholders’ Meeting; provided that the Company may adjourn such meeting of its Shareholders solely (the "Special Meeting"i) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to approve the Bye-Laws Amendments and/or to obtain the Requisite Company Vote, (iii) 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 as necessary to conduct the business of the Shareholders’ Meeting or (iv) to allow reasonable time for the purpose filing and mailing of considering and taking action upon this Agreement, whether any supplemental or not the Board of Directors determines at any time subsequent to amended disclosure which the Company Board Meeting that this Agreement has determined in good faith after consultation with outside legal counsel is no longer advisable necessary under applicable Laws, and recommends that for such supplemental or amended disclosure to be disseminated and reviewed by the Shareholders reject it; prior to the Shareholders’ Meeting. The Company, acting through the Company Board (iior a committee thereof), shall, subject to Section 7.04(c) prepare and file with Section 7.04(d), (a) make the SEC a preliminary proxy statement orCompany Recommendation and include in the Proxy Statement the Company Recommendation and, if subject to the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority consent of the votes entitled to be cast by all holders Financial Advisor, the written opinion of Shares on a fully diluted basisthe Financial Advisor, information statement relating to the Merger and this Agreement and (b) use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its ShareholdersRequisite Company Vote; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company provided that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meetingmay (1) fail to include the Company Recommendation in the Proxy Statement, (2) withdraw, modify, qualify or change the Company Recommendation, in a manner adverse to Parent or Amalgamation Sub, or (3) adopt, approve or recommend, or publicly propose or announce any intent to adopt, approve or recommend, any of the foregoing (including any Competing Transaction) or otherwise take any other action or make any other public statement in connection with the Shareholders’ Meeting inconsistent with the Company Recommendation (any of the actions described in the foregoing clauses (1) through (3), a “Change in the Company Recommendation”), in each case in accordance with the terms and conditions of Section 7.04(c) and Section 7.04(d), as applicable, and, following such Change in the Company Recommendation, may fail to use such reasonable best efforts to obtain the Requisite Company Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company agrees that shall not be required to hold the Shareholders’ Meeting if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itvalidly terminated in accordance with Article IX. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. If (ai) If Parent or the Company determines in good faith that the Offer Condition set forth in clause (c)(vi) of Annex I is not capable of being satisfied, (ii) the Shareholder Approval is required by applicable Law after the Company's Restated Certificate Offer Closing or (iii) (A) the Company has not received any Takeover Proposal and (B) the Acceptance Time has not occurred on or prior to the date that is thirty (30) business days after the date of Incorporation and/or applicable law the commencement of the Offer pursuant to Section 1.01(a), then, in order to consummate each case, after receipt by (x) the Merger, Company of a written request from Parent or (y) Parent of a written request from the Company (the date on which such notice is received by Parent or the Company, acting through its Board of Directorsthe “Shareholders’ Meeting Trigger Date”), the Company shall, in accordance with applicable law: (i) as promptly as practicable after the Shareholders’ Meeting Trigger Date, duly set a record date for, call, give notice of, convene and hold a special meeting of its Shareholders shareholders of the Company (the "Special “Shareholders’ Meeting"”) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action obtaining the Shareholder Approval as promptly as reasonably practicable following the date upon this Agreement, whether or not which the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement Proxy/Information Statement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included cleared by the SEC in (with the Statement (as hereinafter defined) and, record date and meeting date to be set by the board of directors of the Company after consultation with Parent, to respond promptly to any comments made by which record date shall be after the SEC with respect Shareholders’ Meeting Trigger Date). Subject to the preliminary proxy or information statement and cause a definitive proxy or information statement (terms of this Agreement, the "Statement") to be mailed to its Shareholders and (y) to obtain Company Board shall recommend that the necessary approvals shareholders of the Company vote in favor of approval of the Merger and the adoption of this Agreement Agreement. At the Shareholders’ Meeting, Parent will cause all shares of Company Common Stock held of record by Parent or Sub (or its Shareholders; and (iiiassignees, if any) subject to the fiduciary obligations as of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders record date and entitled to vote thereon to be voted in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of . The Company shall comply with the recommendation of the Board of Directors of the Company made at the Company Board MeetingMBCA, the Company agrees that if Articles of Incorporation, the Purchaser purchases Shares Company By-Laws, the Exchange Act and the rules and regulations of NASDAQ in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy/Information Statement to the Company’s shareholders as required pursuant to the Offer, this Agreement shall be submitted Exchange Act and Section 7.01(b) below. Subject to the Shareholders for approval and adoption at terms of this Agreement, following the Special Shareholders’ Meeting whether or not the Board of Directors determines at any time subsequent to Trigger Date, the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause shall use its commercially reasonable efforts to be voted, all of the Shares then owned by it, the Purchaser or any of solicit from its other subsidiaries shareholders proxies in favor of the approval of the Merger and the adoption of this AgreementAgreement in compliance with all applicable Laws and all rules of NASDAQ, and secure any other approval of shareholders of the Company that is required by applicable Law to effect the Merger, provided, that (i) the Company shall not change the date of (or the record date for), postpone or adjourn the Shareholders’ Meeting without the consent of Parent and (ii) the Company shall postpone or adjourn the Shareholders’ Meeting if so requested by Parent by prior written notice to the Company. Unless this Agreement is validly terminated in accordance with Section 9.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board or the Committee of Disinterested Directors shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to the date of the Shareholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedural matters) that the Company shall propose to be acted on by the shareholders of the Company at the Shareholders’ Meeting.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order Subject to consummate the MergerSection 7.2 and Article IX, the Company, acting through its Board of Directors, shallCompany will take, in accordance with applicable law: Law and its memorandum and articles of association, all actions necessary to convene an extraordinary general meeting (the “Shareholders’ Meeting”) as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement to consider and vote upon the approval of this Agreement and the Merger; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Shareholders’ Meeting (i) duly callwith the consent of Parent; (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the board of directors of the Company has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Subject to Section 7.2, give notice ofthe board of directors of the Company shall recommend such approval and shall take all lawful actions to solicit such approval of this Agreement. In the event that subsequent to the date hereof, convene the board of directors of the Company makes a Change of Recommendation, the Company shall have the right not to submit this Agreement to the holders of the Shares for approval at the Shareholders’ Meeting. (b) Parent and hold a special Merger Sub shall, when the Shareholders’ Meeting or any other meeting of its Shareholders the shareholders of the Company to seek the Requisite Company Vote in favor of the Merger is held, cause holders of the Rollover Shares to (i) appear at such meeting or otherwise cause all of the "Special Meeting") Rollover Shares to be counted as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer present thereat for the purpose of considering establishing a quorum, and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare vote (or consent) or cause to be voted (or validly execute and file return and cause such consent to be granted with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority respect to) all of the votes entitled to be cast by all holders Rollover Shares in favor of Shares on a fully diluted basis, information statement relating to the Merger and adoption of this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and any other matters necessary for the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment consummation of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the Company's Restated Certificate fiduciary duties of Incorporation and/or the Company Board of Directors under applicable law in order to consummate the Mergerlaw, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (b) The Company, acting through its the Company Board of Directors, shall, in accordance with applicable law: (i) (A) promptly following the commencement of the Offer, duly callset a record date for, call and give notice of, convene and hold of a special meeting of its Shareholders shareholders (the "“Special Meeting"”) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not Agreement (with the Board of Directors determines at any record date and meeting date set in consultation with Purchaser and it being acknowledged that (x) the record date shall be set for a time subsequent to the time that the Purchaser becomes the record holder of the Shares purchased pursuant to the Offer and the Top-Up Option, if applicable, and (y) the Company Board Meeting may set the record date prior to the date it calls and gives notice to its shareholders of the Special Meeting) and (B) amend the record date and/or meeting date in consultation with Purchaser to the extent necessary or desirable in connection with any extension of the Offer and to assure that the terms of clause (i)(A)(x) of this Agreement is no longer advisable and recommends that Shareholders reject it;Section 1.9(b) are satisfied; and (ii) prepare and file with if approval of the SEC a preliminary proxy statement orCompany’s shareholders is required by applicable law in order to consummate the Merger, if the Purchaser shall have accepted Company, shall, as soon as reasonably practicable following the acceptance for payment and purchased purchase of Shares permitting by Purchaser pursuant to the Purchaser to cast at least a majority of Offer, (A) cause the votes entitled definitive Proxy Statement to be cast by all holders of Shares on a fully diluted basismailed to its shareholders, information statement relating to the Merger and this Agreement and (B) use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC solicit from its shareholders proxies in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals favor of the Merger and this Agreement by its Shareholders; and (iiiC) subject convene and hold the Special Meeting and take all other action reasonably necessary or advisable to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of secure the approval of stockholders required by the Merger GBCC and any other applicable law to effect the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (bc) Parent agrees that it will to vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries wholly-owned Subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders Meeting"”) as soon as practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of the Special Committee, shall (i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable law. Notwithstanding anything to the contrary herein, the Parent shall have the option (in its sole discretion) to cause the Company Board to submit this Agreement to the shareholders of the Company, whether or not the Board of Directors determines Company at any time subsequent changes, withdraws or modifies such favorable recommendation. In connection with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the shareholders of the Company required by the DGCL and the Company’s Certificate of Incorporation and Bylaws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, if the Parent notifies the Company Board that the Company Board must submit this Agreement to the Company’s shareholders for approval and adoption, (A) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Common Shares, as required by this Section 5.2, shall not be affected by the withdrawal, amendment or modification of the favorable recommendation and (B) the Company agrees that its obligations pursuant to this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company Board Meeting that of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement is shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger is advisable and no longer recommends that Shareholders reject it;approval of the Merger. (iib) The Company shall (i) promptly prepare and file with the SEC a preliminary proxy statement or(but in no event later than thirty (30) calendar days after the date hereof), if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable, the Proxy Statement and all other proxy materials required in connection with the Statement Shareholders Meeting, (as hereinafter definedii) and, after consultation with Parent, to respond promptly to notify Acquisition Corp. and Parent of the receipt of any written or oral comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any written or information statement oral requests by the SEC for any amendment or supplement thereto or for additional information, and cause a definitive proxy shall promptly provide to Acquisition Corp. and Parent (A) copies of all written correspondence between the Company or information statement any representative of the Company and the SEC and (B) written summaries of all oral correspondence between the "Statement"Company or any representative of the Company and the SEC, (iii) shall give Acquisition Corp. and Parent and their counsel the opportunity to be mailed review and comment on the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Acquisition Corp. and Parent and their counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) except as otherwise permitted by Section 5.02(a), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement and the Merger and this Agreement by (v) use its Shareholders; and (iii) subject reasonable best efforts otherwise to the fiduciary obligations of the Board of Directors of the Company under comply with all legal requirements applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itsuch meeting. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") stockholders as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its commercially reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") statement, including any amendment or supplement thereto to be mailed to its Shareholders stockholders, provided that no amendment or supplement to such Proxy or information statement will be made by the Company without consultation with Parent and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andcounsel; (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment ; (iv) use commercially reasonable efforts to solicit from holders of Shares proxies in favor of the recommendation Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote or consent of stockholders required by Delaware Law to effect the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (b) Parent agrees that it will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries Subsidiaries or Affiliates controlled by Parent in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by The Company’s board of directors (the “Board”) has determined to recommend that the Company's Restated Certificate ’s shareholders approve of Incorporation and/or applicable law all matters necessary to give the Shareholder Approval, and to include a statement to that effect in order the Proxy Statement and in any additional soliciting materials relating to consummate the MergerCompany Shareholders Meeting (the “Company Board Recommendation”). The Company will, and will use its best efforts to, within one-hundred twenty (120) days after the date hereof (and in any event no later then the date of the next annual meeting of shareholders of the Company, acting through its Board of Directors, shall), in accordance with its articles of incorporation and bylaws, and with applicable law: law (i) including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and convene and hold a special meeting the Company Shareholders Meeting, regardless of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement Recommendation is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with later withdrawn or modified in a manner adverse to the SEC a preliminary proxy statement or, if Purchasers. Except to the Purchaser shall have accepted for payment and purchased Shares permitting extent the Purchaser to cast at least a majority Board determines on advice of the votes entitled counsel to be cast restricted from doing so by all holders of Shares on a fully diluted basis, information statement relating its fiduciary duties to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors shareholders of the Company under applicable law as advised by outside counsellaw, include in the Statement the recommendation of (i) the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at will include the Company Board Meeting, Recommendation in the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval Proxy Statement and adoption at the Special Meeting whether or not the Board of Directors determines at in any time subsequent additional soliciting materials relating to the Company Shareholders Meeting, and (ii) the Company Board Meeting that this Agreement is Recommendation shall not be withdrawn or modified in a manner adverse to the Purchasers, and no longer advisable resolution by the Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to the Purchasers shall be adopted. The Company will use its best efforts to solicit and recommends that Shareholders reject itobtain the Shareholder Approval. (b) Parent agrees that it For the purpose of causing a Conversion Event, within 2 business days after the date on which the Company receives certification from its transfer agent that, at the Company Shareholder Meeting, the Shareholder Approval was obtained, the Company shall duly file with the Secretary of State of the State of Minnesota the Articles Amendment (which will voteinclude the Certificate of Designation). The Company shall use its best efforts to obtain certification of the votes cast at the Company Shareholder Meeting from its transfer agent as promptly as practicable on or following the date of the Company Shareholder Meeting. (c) From the date hereof until the conclusion of the Company Shareholders Meeting, the Company shall deal exclusively with the Purchasers with respect to, and will not, directly or indirectly, solicit, negotiate, or cause encourage, or authorize or enter into any agreement with any party other than the Purchasers and their representatives concerning, any financing transaction similar to be voted, all the transactions contemplated by this Agreement or the issuance or sale of any debt or equity securities of the Shares then owned by it, the Purchaser Company or any of its subsidiaries (an “Alternative Transaction”) (other subsidiaries than the issuance of (i) shares of Common Stock issued (or deemed to have been issued) upon conversion of Preferred Stock or the exercise of warrants, options or other stock awards, in favor each case outstanding as of the approval date of this Agreement or (ii) options or other awards to acquire shares of Common Stock issued to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that have been approved by the Board and are in effect as of the Merger and the adoption date of this Agreement). The Company shall, and shall direct each of its representatives to, immediately discontinue any ongoing discussions or negotiations relating to any such transaction, issuance or sale and the Company shall notify the Purchasers promptly of any proposals by any third party with respect to any such transaction, issuance or sale.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law Subject to a Change in order to consummate the MergerRecommendation in accordance with Section 5.22, the CompanyPrairie, acting through its Board of Directorsthe Prairie Board, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders’ Meeting"”) as soon as practicable following after the acceptance for payment Registration Statement and the Proxy Statement/Prospectus (forming a part of and payment for Shares by the Purchaser pursuant to Registration Statement) become effective with the Offer SEC for the purpose of considering approving and taking action upon adopting this Agreement, whether or not the Board of Directors determines at any time subsequent to Merger, and the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject ittransactions contemplated hereby; (ii) prepare and file with require no greater than the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority minimum vote of the votes entitled capital stock of Prairie required by applicable Law in order to be cast by all holders of Shares on a fully diluted basisapprove this Agreement, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andtransactions contemplated hereby; (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement Proxy Statement/Prospectus the recommendation of the Prairie Board that the shareholders of Directors of the Company that Shareholders Prairie vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated hereby; and (iv) cause the Proxy Statement/Prospectus to be mailed to the shareholders of Prairie as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the approval and adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment the Merger and the transactions contemplated hereby by shareholders holding at least the minimum number of the recommendation shares of the Board of Directors of the Company made Prairie Stock entitled to vote at the Company Board MeetingShareholders’ Meeting necessary to approve the foregoing under applicable Law. The letter to shareholders, notice of meeting, proxy statement of Prairie and form of proxy to be distributed to shareholders in connection with the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement Merger shall be submitted in form and substance reasonably satisfactory to EQBK and are collectively referred to herein as the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it“Proxy Statement/Prospectus”. (b) Parent agrees that it will Notwithstanding anything to the contrary contained in this Agreement, Prairie shall not be required to hold the Shareholders’ Meeting if this Agreement is terminated pursuant to Section 9.01 prior to the scheduled time of the Shareholders’ Meeting. (c) Prairie shall cause the Independent Fiduciary to conduct a vote of the ESOP participants in accordance with the requirements of Code section 409(e) and shall vote, or cause to be voted, all direct the trustee of the Shares then owned by itESOP how to vote, the Purchaser or any shares of Prairie Stock held by the ESOP at the Shareholder’s Meeting in accordance with its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementERISA fiduciary duties.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board board of Directorsdirectors, shall, in accordance with applicable law: (i) Legal Requirements and the Company's articles or certificate of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of its Shareholders (including any adjournment or postponement thereof, the "Special Meeting") of its shareholders as soon as practicable following the acceptance for payment date of and payment for Shares by this Agreement, but in any event no later than 20 days after the Purchaser pursuant to mailing of the Offer Proxy Statement for the purpose of considering and taking action upon this Agreement, whether or not the Board approval of Directors determines at any time subsequent the sale of the Acquired Assets to the Company Board Meeting that Acquiror pursuant to this Agreement is no longer advisable (the "Transaction"). The Company shall cause the Meeting to be held, and recommends that Shareholders reject it;such vote shall be taken not, later than June 1, 2000. The board of directors shall recommend such approval by the shareholders and shall take all reasonable, lawful action to solicit such approval by the shareholders of the Company. (iib) The Company shall (i) as promptly as practicable following the date of this Agreement (but in any event by May 1, 2000), prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable, a proxy statement and a form of proxy in connection with the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by vote at the SEC Meeting of its shareholders with respect to the preliminary Transaction (such proxy statement, together with any amendments thereof or information statement and cause a definitive proxy supplements thereto, in each case in the form or information statement (forms mailed to the shareholders, is the "Proxy Statement") to be mailed to its Shareholders and (yii) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject otherwise comply with all Legal Requirements applicable to the fiduciary obligations Meeting. PentaStar shall be permitted to review drafts of the Board of Directors of the such Proxy Statement. The Company under applicable law as advised by outside counsel, shall include in the Proxy Statement the recommendation of the Board its board of Directors directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger Transaction. The Company shall notify PentaStar promptly of the receipt of any comments of the SEC or its staff and of any request by the SEC or its staff or any other governmental officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply PentaStar with copies of all correspondence between the Company and any of its representatives, on the one hand, and the adoption SEC or its staff or any other governmental officials, on the other hand, with respect to the Proxy Statement. The Proxy Statement shall comply with all applicable Legal Requirements. (c) The Company shall cause each of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment its affiliates to vote at the Meeting all shares of the recommendation of the Board of Directors capital stock of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries each owns in favor of the approval of the Merger and the adoption of this AgreementTransaction.

Shareholders Meeting. (a) If required approval by the Company's Restated Certificate of Incorporation and/or shareholders is required by applicable law Law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable lawLaw: (ia) duly call, give notice of, convene and hold a an annual or special meeting of its Shareholders (the "Special Shareholders' Meeting") of holders of shares of Common Stock and Preferred Stock of the Company as soon as practicable following the acceptance for payment consummation of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon on this Agreement; (b) subject to its fiduciary duties under applicable Laws as advised by counsel, whether or not include in the Proxy Statement (as hereinafter defined) the recommendation of the Board of Directors determines at any time subsequent to that shareholders of the Company Board Meeting that vote in favor of the approval and adoption of this Agreement is no longer advisable and recommends that Shareholders reject it;Agreement; and (iic) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (xi) if a Proxy Statement or Information Statement, as selected by the Purchaser, is required to be filed, to obtain and furnish the information required to be included by the SEC it in the Statement (as hereinafter defined) Proxy Statement, and, after consultation with Parentthe Purchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy or information statement version thereof and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders at the earliest practicable time following the expiration of the Offer, and (yii) subject to fiduciary duties of the Board of Directors under applicable Law as advised by counsel, to obtain the necessary approvals of the Merger and this Agreement by its shareholders. The Purchaser agrees that, at the Shareholders; and (iii) subject ' Meeting, all of the shares of Common Stock and Preferred Stock acquired pursuant to the fiduciary obligations Offer or otherwise by the Purchaser, the Sub or any other affiliate of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote Purchaser will be voted in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. Farnell shall cause a meeting of its shareholders (athe "FARNELL SHAREHOLDER MEETING") If required by to be duly called and held as soon as reasonably practicable for the Company's Restated Certificate purpose of Incorporation and/or applicable law approving the issuance of Farnell Shares in order to consummate connection with the Merger, the CompanyRights Offering, acting through its Board the amendments to the articles of Directorsassociation of Farnell included in Exhibit 1.4, shall, changing the name of Farnell as provided in accordance with applicable law: (i) duly call, give notice of, convene Section 6.13 and hold a special meeting any other matters requiring the approval of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon shareholders in connection with this Agreement, whether or not the Board Rights Offering, the Merger and the other transactions contemplated hereby. The directors of Directors determines at any time subsequent Farnell shall, subject to the Company Board Meeting that this Agreement is no longer advisable their fiduciary duties, recommend approval of such issuance and recommends that Shareholders reject it; all such other matters. In connection with such meeting, (iia) Farnell will promptly prepare and file with the SEC a preliminary proxy statement orLSE, and will use its best efforts to have cleared by the LSE and will thereafter mail to its shareholders an information circular for such meeting which will also serve as the solicitation document for the Rights Offering and as listing particulars for Farnell Shares (the "UK DISCLOSURE DOCUMENT") for such meeting and will otherwise comply with all legal requirements applicable to such meeting, (b) if necessary, after the UK Disclosure Document has been so posted, promptly circulate amended, supplemental or supplemented materials and, if the Purchaser shall have accepted for payment required in connection therewith, resolicit votes and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and (c) will use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect subject to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to fiduciary duties, as advised by counsel, of its Shareholders and (yBoard of Directors) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to shareholders in connection with this Agreement, the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselRights Offering, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption other transactions contemplated hereby, it being understood that Farnell shall not be obligated to hold more than one meeting of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment shareholders. Without limiting the generality of the recommendation of the Board of Directors of the Company made at the Company Board Meetingforegoing, the Company Farnell agrees that if the Purchaser purchases Shares its obligations pursuant to this Section 6.7 (other than pursuant to clause (c)) shall not be altered by the Offercommencement, this Agreement shall be submitted public disclosure or communication to the Shareholders for approval and adoption at the Special Meeting whether or not the Board Farnell of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itFarnell Acquisition Proposal. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through -------------------- its Board of Directors, shallwill, as reasonably promptly as practicable following the date of this Agreement and in accordance consultation with applicable law: Acquisition, (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer shareholders for the purpose of considering and taking action upon this Agreement, whether or not approving the Board principal terms of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that the Reorganization Merger and the other transactions contemplated hereby (the "Shareholders reject it; Meeting") and (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating (A) except to the Merger and extent modified in accordance --------------------- with this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselSection 8.01, include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company that Shareholders vote in favor of the approval of the principal terms of this Agreement and the Reorganization Merger and the adoption transactions contemplated hereby and the written opinions of the Financial Advisors that the consideration to be received by the shareholders of the Company and the Parent pursuant to the Mergers is fair to such shareholders from a financial point of view and (B) use its reasonable best efforts to obtain the necessary approval of the principal terms of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of Agreement and Reorganization Merger and the recommendation of the other transactions contemplated hereby by its shareholders. The Board of Directors of the Company made at shall not withdraw, amend or modify in a manner adverse to Acquisition its recommendation referred to in clause (ii) (A) of the Company Board Meetingpreceding sentence (or announce publicly its intention to do so). Notwithstanding the foregoing, the Company agrees that if the Purchaser purchases Shares pursuant prior to the Offerreceipt of the Requisite Shareholder Approval, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement and the Reorganization Merger and the other transactions contemplated by this Agreement in a manner adverse to Acquisition if: (1) the Company has complied with Section 8.4, (2) a Superior Proposal (as defined in Section 8.4) shall have been proposed by any person other than Acquisition and such proposal is pending at any the time subsequent of such action; (3) the Board of Directors shall have concluded in good faith, after consultation with its outside legal counsel, that the Board of Directors is required to withdraw, amend or modify its recommendation in order to comply with its fiduciary duties to the shareholders of the Company Board Meeting that this Agreement is no longer advisable under applicable law; and recommends that Shareholders reject it.(4) the Company shall have notified Acquisition of such Superior Proposal at least 48 hours in advance of such action; and (b) Parent agrees that it will voteParent, or cause to be votedacting through its Board of Directors, all will, as promptly as practicable following the date of the Shares then owned by itthis Agreement and in consultation with Acquisition, the Purchaser or any duly call, give notice of, convene and hold a meeting of its other subsidiaries stockholders for the purpose of adopting this Merger Agreement. The Company, acting in its capacity as sole stockholder of Parent (i) agrees to vote at such meeting all the shares of Parent Common Stock held by the Company in favor of the approval of the Merger and the adoption of this AgreementAgreement and (ii) hereby irrevocably waives any rights of appraisal with respect to the Acquisition Merger or right to dissent from the Acquisition Merger that the Company may have.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) law and its articles of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders Meeting"”) as soon as reasonably practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Board Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of Directors determines at any time subsequent the Special Committee, shall(i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation; provided, however, notwithstanding the foregoing, the Company Board may withdraw, change or modify such favorable recommendation, cancel or adjourn the Shareholder’s Meeting or not submit this Agreement or the Merger for approval by the Company’s shareholders at the Shareholder’s Meeting or any adjournment or continuation thereof if the Company Board, after consultation with independent outside legal counsel, determines in good faith that such action is no longer advisable and recommends that Shareholders reject it;necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable law. (iib) As soon as reasonably practicable following the execution of this Agreement and in connection with the Shareholders Meeting, the Company shall (i) promptly prepare and file with the SEC a preliminary proxy statement orSEC, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Merger Sub and Infor of the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to receipt of any comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information statement and cause a definitive proxy shall promptly provide to Merger Sub and Infor copies of all correspondence between the Company or information statement any representative of the Company and the SEC, (iii) shall give Merger Sub and Infor and their counsel the "Statement") opportunity to be mailed review the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Merger Sub and Infor and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) subject to the rights of the Company Board to take the action described in the proviso in Section 5.02(a) and the right of the Company to terminate this Agreement as provided in Section 5.10(b), use its reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the Merger and this Agreement by its Shareholders; and (iii) subject otherwise to the fiduciary obligations of the Board of Directors of the Company under comply with all legal requirements applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itsuch meeting. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: (i) as promptly as reasonably practicable after the date hereof, duly set a record date for, call, give notice of, convene and hold a special meeting of its Shareholders shareholders of the Company (the "Special “Shareholders’ Meeting"”) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering obtaining the Shareholder Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent meeting date to be set by the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect ). Subject to the preliminary proxy or information statement and cause a definitive proxy or information statement (terms of this Agreement, the "Statement") to be mailed to its Shareholders and (y) to obtain Company Board shall recommend that the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors shareholders of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of . The Company shall comply with the recommendation of the Board of Directors of the Company made at the Company Board MeetingMBCA, the Company agrees that if Articles of Incorporation, the Purchaser purchases Shares Company Bylaws, the Exchange Act and the rules and regulations of Nasdaq in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy Statement to the Company’s shareholders as required pursuant to the Offer, this Agreement shall be submitted Exchange Act and Section 6.01(b) below. Subject to the Shareholders for approval and adoption at the Special Meeting whether or not the Board terms of Directors determines at any time subsequent to this Agreement, the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause shall use its commercially reasonable efforts to be voted, all of the Shares then owned by it, the Purchaser or any of solicit from its other subsidiaries shareholders proxies in favor of the approval of the Merger and the adoption of this AgreementAgreement in compliance in all material respects with all applicable Laws and all rules of Nasdaq, and secure any other approval of shareholders of the Company that is required by applicable Law to effect the Merger. The Company shall (i) not change the date of (or the record date for), postpone or adjourn the Shareholders’ Meeting without the consent of Parent and (ii) postpone or adjourn the Shareholders’ Meeting if so requested by Parent by prior written notice to the Company. Unless this Agreement is validly terminated in accordance with Section 8.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the date of the Shareholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedural matters) that the Company shall propose to be acted on by the shareholders of the Company at the Shareholders’ Meeting.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: (i) Law and the Company’s Articles of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "“Special Meeting"”) as soon as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to . (b) Parent and the Company Board Meeting that this Agreement is no longer advisable shall promptly prepare, and recommends that Shareholders reject it; (ii) prepare and the Company shall file with the SEC a preliminary proxy statement orSEC, if the Purchaser Proxy Statement as promptly as practicable. The Company and Parent shall have accepted for payment and purchased Shares permitting the Purchaser cooperate to cast at least a majority respond to any comments of the votes entitled SEC and the Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Promptly after the Proxy Statement has been cleared by the SEC, the Company shall cause the Proxy Statement to be cast by all holders of Shares on a fully diluted basismailed to its shareholders and, information statement relating subject to the Merger and this Agreement and Section 7.2(d) hereof, shall use its reasonable best efforts (xi) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote solicit proxies in favor of the approval and adoption of this Agreement and approval of the Merger and (ii) to obtain such approvals and adoptions. (c) Parent shall, upon request by the Company, furnish the Company with all information concerning Parent, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Company or any of its respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement. If at any time prior to the Effective Time, Parent should become aware of any event relating to Parent or any of its Subsidiaries that is required under applicable Law to be disclosed in an amendment or supplement to the Proxy Statement, Parent shall promptly so inform the Company and will furnish to the Company all information relating to such event that is required under applicable Law to be disclosed in an amendment or supplement to the Proxy Statement. (d) Except as otherwise provided below, the Company (i) shall recommend adoption and approval of this AgreementAgreement and the Merger by the shareholders of the Company (the “Company Recommendation”) and include in the Proxy Statement the Company Recommendation, and (ii) shall not withdraw, amend or modify (or publicly propose to or publicly state that it intends to withdraw, amend or modify) in any manner adverse to Parent such recommendation (a “Change in Company Recommendation”); provided, however, that notwithstanding the Company Board shall be permitted to effect a Change in Company Recommendation if the Company Board determines, in its good faith business judgment and by resolution, after consultation with outside counsel, that the Company Recommendation would be inconsistent with applicable Law or its fiduciary duties to the Company and the Company’s shareholders under applicable Law (including its obligations under VSCA Section 13.1-690); provided further, that if the Change in Company Recommendation is in respect of an Acquisition Proposal, the Company Board may effect a Change of Company Recommendation only if the Company shall have complied with the applicable provisions of Section 7.4 with respect thereto and if the Company Board has determined in good faith that such Acquisition Proposal is a Superior Proposal; provided further, however, that before effecting a Change in Company Recommendation, and in any withdrawalevent prior to acceptance of any binding agreement to enter into any Superior Proposal, modification or amendment the Company Board, shall give Parent three (3) Business Days’ prior written noticeof its intention to do so (unless at the time such notice is otherwise required to be given there are less than three (3) Business Days prior to the Special Meeting, in which case the Company shall provide as much notice as is reasonably practicable) and during such time, the Company, if requested by Parent, shall have engaged in good faith negotiations to permit Parent to amend this Agreement (including by making its officers and its financial and legal advisors reasonably available to negotiate) such that the Company Board may continue to recommend the adoption of this Agreement. The written notification above shall include the agreements, terms and conditions of such Acquisition Proposal presented to the Company. Notwithstanding anything to the contrary set forth herein, the Company may not accept such Superior Proposal if Parent makes, within three (3) Business Days of receipt of the recommendation Company’s written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer to enter into an amendment to this Agreement such that the Company Board determines, in its good faith business judgment, after consultation with its financial advisors and outside legal counsel, that this Agreement as so amended is at least as favorable, from a financial point of Directors view, to the shareholders of the Company made as the Superior Proposal. The parties agree that nothing in this Section 7.2(d) shall in any way limit or otherwise affect Parent’s right to terminate this Agreement pursuant to Section 9.1(d)(ii) at such time as the requirements of such subsection have been met. Any Change in Company Recommendation shall not, unless this Agreement is otherwise terminated by either the Company or Parent in accordance with the terms of this Agreement, (i) change the approval of this Agreement or any other approval of the Company Board Meetingin any respect that would have the effect of causing any state (including Virginia) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby, including the Merger, or (ii) change the obligation of the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, present this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not on the Board earliest practicable date after the date of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itin accordance with this Section 7.2. (be) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser Merger Subsidiary or any of its other subsidiaries Subsidiaries in favor of the approval of the Merger and this Agreement. (f) Until the adoption earlier of the Effective Time or the termination of this Agreement, the Company shall not take any actions to exempt any Person other than Parent and Merger Subsidiary from the threshold restrictions on Common Stock ownership or any other anti-takeover provision in the Company’s Articles of Incorporation, or make any state takeover statute (including any Virginia state takeover statute) or similar statute inapplicable to any Acquisition Proposal.

Shareholders Meeting. (a) If required by Subject to the Company's Restated Certificate provisions of Incorporation and/or applicable law in order to consummate the MergerSection 7.05 and Section 9.01, the Company shall, consistent with applicable law, call and hold a meeting of the holders of shares of Company Common Stock (the "Shareholders' Meeting") as promptly as practicable for the purpose of voting upon the approval and adoption of this Agreement and the Transactions. The Company, acting through its Board of DirectorsDirectors or a committee thereof, shall, in accordance with applicable law: (i) duly call, give notice of, convene shall recommend to its shareholders approval and hold a special meeting adoption of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to Transactions, which recommendation shall be included by the SEC contained in the Proxy Statement (as hereinafter defined) anddefined below); provided, after consultation with Parenthowever, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of that the Board of Directors of the Company under applicable law as advised by outside counselor a committee thereof may fail to make its recommendation to the shareholders of the Company or may withdraw, include in modify or change its recommendation to the Statement shareholders of the recommendation of Company if the Board of Directors or the Special Committee determines in good faith, following consultation with its outside counsel as to legal matters, that its fiduciary duties require it to do so. The Company shall use reasonable best efforts to solicit from the holders of the shares of Company that Shareholders vote Common Stock proxies in favor of the approval and adoption of the Merger Merger, and shall take all other action reasonably necessary or advisable to secure the adoption vote or consent of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of such holders required by the recommendation of DGCL unless the Board of Directors or the Special Committee determines in good faith, following consultation with its outside counsel as to legal matters, that its fiduciary duties require otherwise (b) Each of Merger Sub, Parent and their subsidiaries shall vote (or consent with respect to) any shares of Company Common Stock beneficially owned by it, or with respect to which it has the power (by agreement, proxy or otherwise) or cause to be voted (or to provide a consent), in favor of the approval and adoption of this Agreement at any meeting of the shareholders of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, which this Agreement shall be submitted to the Shareholders for approval and adoption and at all adjournments or postponements thereof (or, if applicable, by any action of the Special Meeting whether or not the Board shareholders of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itby consent in lieu of a meeting). (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders shareholders (the "Special “Initial Shareholders Meeting") ”), as soon promptly as practicable following the acceptance Closing, but in no event later than July 30, 2010, to vote on proposals (the “Shareholder Proposals”) to approve an amendment of the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock to sixty million (60,000,000) and to approve the conversion of the Preferred Shares into Common Stock for payment purposes of and payment for Shares by Rule 5635 of the Purchaser pursuant NASDAQ Stock Market Rules (such approvals of the Shareholder Proposals, “Shareholder Approvals”). The Board shall unanimously recommend to the Offer for Company’s shareholders that such shareholders approve the purpose of considering Shareholder Proposals (the “Board Recommendation”), and taking action upon this Agreementshall not modify or withdraw such Board Recommendation. In connection with the Initial Shareholders Meeting, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) shall promptly prepare and file (but in no event more than thirty (30) Business Days following the Closing Date) with the SEC Commission a preliminary proxy statement orcontaining the Board Recommendation, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to the Initial Shareholders Meeting to be mailed to the Company’s shareholders not more than ten (10) calendar days after clearance thereof by the SEC Commission, and shall use its reasonable best efforts to solicit proxies in favor of the Shareholder Approvals, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approvals. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the preliminary proxy or information statement and cause of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a definitive proxy or information statement (written agreement regarding the "Statement") confidentiality and use of such information). If at any time prior to the Initial Shareholders Meeting there shall occur any event that is required to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject set forth in an amendment or supplement to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meetingproxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In addition, each Purchaser and the Company agrees that to promptly correct any information provided by it or on its behalf for use in the proxy statement if the Purchaser purchases Shares pursuant and to the Offerextent that such information shall have become false or misleading in any material respect, this Agreement and the Company shall be submitted as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the Shareholders for approval extent required by applicable laws and adoption at regulations. The Company shall consult with the Special Meeting whether Purchasers prior to mailing any proxy statement, or not any amendment or supplement thereto, and provide the Board of Directors determines at any time subsequent Purchasers with reasonable opportunity to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itcomment thereon. (b) Parent agrees In the event that it will voteeither or both of the Shareholder Approvals are not obtained at the Initial Shareholders Meeting in accordance with the requirements of NASDAQ and the Corporations Code of the State of California, or cause the Company shall include a proposal to approve (and the Board shall unanimously recommend approval of) such Shareholder Proposal(s) at (1) a subsequent special meeting of its shareholders to be voted, all held no later than sixty (60) days from the date of the Shares then owned by itInitial Shareholders Meeting (the “Follow-up Special Meeting”) and, if necessary, (2) additional special meetings held no less than once in each subsequent sixty (60) day period beginning on the Purchaser or any of its other subsidiaries in favor date of the approval Follow-up Special Meeting, until both of the Merger and the adoption of this Agreementsuch Shareholder Approvals have been obtained.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in In order to consummate the MergerTransactions, and to the Companyextent required by applicable law, Limited, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special general meeting of its Shareholders shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer date hereof for the purpose of considering and taking action upon the approval of the Transactions and the adoption of this Agreement, whether or not and the adoption of a resolution of liquidation of Limited in accordance with applicable law; provided, however, that Limited may delay the Liquidation and subsequently hold a separate special general meeting of its shareholders for the purpose of considering such a resolution if the Board of Directors of Limited determines at any time subsequent in good faith that it is not in the best interest of Limited and its shareholders to commence immediately the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itLiquidation of Limited; (ii) prepare and file with the SEC Securities Exchange Commission (the "SEC") a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") relating to the Merger Transactions and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the Exchange Act and the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its Shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Sellers or on behalf of any of them without prior consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger Transactions and this Agreement and the Liquidation by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement Proxy Statement, subject to its fiduciary duties, the recommendation of the Board Boards of Directors each of Holdings and Limited that the Company that Shareholders respective shareholders of each of Holdings and Limited vote in favor of the approval of the Merger Transactions and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will provide Limited with any information regarding Parent and the Purchaser required by applicable law to be included in the Proxy Statement. Parent and each incurred by Seller shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other their respective subsidiaries and Affiliates, in favor of the approval of the Merger Transactions and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order Subject to consummate the MergerSection 7.04, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) law and the Company’s Articles of Incorporation and the Company’s By-laws, duly call, give notice of, convene and hold a an annual or special meeting of its Shareholders (the "Special Meeting") shareholders as soon promptly as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and the Merger (the “Shareholders’ Meeting”). At the Shareholders’ Meeting, Parent and Merger Sub shall cause all shares of Company Common Stock then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. The Company shall not submit any other proposal to such holders in connection with the Shareholders’ Meeting without the prior written consent of Parent. The Company (in consultation with Parent) shall set a single record date for persons entitled to notice of, and to vote at, the Shareholders’ Meeting and shall not change such record date (whether in connection with the Shareholders’ Meeting or any adjournment or postponement thereof) without the prior written consent of Parent. The Company shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Law. (b) Subject to Section 7.04, the Company shall use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to solicit from its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote shareholders proxies in favor of the approval of the Merger and the adoption of this Agreement; provided. With respect to the ESOP, however, that notwithstanding any withdrawal, modification or amendment the Trustee shall solicit participants in and beneficiaries of the recommendation ESOP to direct the Trustee as to the voting of shares held in their respective accounts under the ESOP in accordance with the terms of the Board of Directors of ESOP documents and applicable Law and the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant Trustee shall recommend to the Offer, this Agreement shall be submitted ESOP participants in the Proxy Statement that such participants and beneficiaries direct the Trustee with respect to the Shareholders for approval and adoption at shares allocated to their respective accounts under the Special Meeting whether or not the Board of Directors determines at any time subsequent ESOP to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be votedand the Trustee shall vote the unallocated shares held under the ESOP, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementAgreement and the transactions contemplated herein.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) law and its articles of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders Meeting"”) as soon as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Merger and such other matters as may be necessary to effectuate the Transactions and to amend the Company’s articles of incorporation to make the Company’s period of duration perpetual. The Company Board shall (i) recommend to the shareholders of Directors determines at any time subsequent to the Company the approval of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors shareholders of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger this Agreement and the adoption of this Agreement; providedMerger, however, that notwithstanding any withdrawal, modification or amendment of (iii) take all reasonable lawful action to solicit such approval from the recommendation of the Board of Directors shareholders of the Company made at and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itcomply with its fiduciary duties under applicable law. (b) As soon as practicable following the execution of this Agreement and in connection with the Shareholders Meeting, the Company shall (i) promptly prepare and file with the SEC, use its best efforts to have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Merger Sub and Parent agrees that it will voteof the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Merger Sub and Parent copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) shall give Merger Sub and Parent and their counsel reasonable opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Merger Sub and Parent and their counsel reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or cause to be voted, all of the Shares then owned by itsent to, the Purchaser or any SEC, (iv) subject to the terms of Section 5.02(a), use commercially reasonable efforts to obtain the necessary approvals by its other subsidiaries in favor shareholders of the approval of this Agreement and the Merger and the adoption of this Agreement(v) use commercially reasonable efforts otherwise to comply with all material legal requirements applicable to such meeting.

Shareholders Meeting. (a) If required by Unless the Company's Restated Certificate Merger is to be effected pursuant to Section 48-21-105 of Incorporation and/or applicable law in order the TBCA pursuant to consummate the MergerSection 6.02(c) below, the Company, acting through its Board of Directorsxxxxxx xxrough the Company Board, shall, in accordance with applicable law: (i) law and its charter and bylaws, duly call, establish a record date for, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") as soon as practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Board Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of Directors determines at any time subsequent the Special Committee, shall (i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is no longer advisable and recommends that Shareholders reject it;necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable law. (iib) As soon as practicable following the Offer Payment Date and in connection with the Shareholders Meeting, unless the Merger is to be effected pursuant to Section 48-21-105 of the TBCA pursuant to Section 6.02(c) below, the Company sxxxx (x) promptly prepare and file with the SEC a preliminary proxy statement or(but in no event later than fifteen (15) Business Days after the Offer Payment Date), if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Acquisition Corp. and Parent of the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to receipt of any comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information statement and cause a definitive proxy shall promptly provide to Acquisition Corp. and Parent copies of all correspondence between the Company or information statement any representative of the Company and the SEC, (iii) shall give Acquisition Corp. and Parent and their counsel the "Statement") opportunity to be mailed review the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Acquisition Corp. and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) subject to Section 6.02(a), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement, the Offer and the Merger and this Agreement by (v) use its Shareholders; andreasonable best efforts otherwise to comply with all legal requirements applicable to such meeting. (iiic) subject Notwithstanding Section 6.02 hereof or any other provision to the fiduciary obligations contrary in this Agreement, in the event that Acquisition Corp. owns at least 90% of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases outstanding Common Shares pursuant to the Offer, this the Acquisition Corp. Stock Option Agreement shall be submitted to or otherwise, the Shareholders for approval and adoption parties hereto agree, at the Special Meeting whether or not request of Parent and subject to Article 7 hereof, to take all necessary and appropriate action to cause the Board Merger to become effective as soon as practicable after such acquisition, without a meeting of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all shareholders of the Shares then owned by itCompany, the Purchaser or any of its other subsidiaries in favor accordance with Section 48-21-105 of the approval of the Merger and the adoption of this AgreementTBCA.

Shareholders Meeting. (a) If Subject to Section 2.7, if approval of the shareholders of the Company is required by under the Company's Restated Certificate of Incorporation and/or applicable law in order MBCA to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (ia) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon As promptly as practicable following the acceptance for payment Acceptance Time and the expiration of and payment for Shares any “subsequent offering period” provided by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon in accordance with this Agreement, whether if applicable, and in any event within 10 Business Days following the Acceptance Time or not the Board expiration of Directors determines at any time “subsequent to offering period,” as applicable, the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) shall prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required solicitation materials or information, the “Proxy Statement”) relating to the Merger and this Agreement, which shall include, among other things, the opinion of the Company’s financial advisor, except in the case of a Change in Company Recommendation; provided, that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel with the intention that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company as promptly as practicable following the time at which the SEC confirms it has no further comments. Subject to the provisions of Section 6.4(c), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval and adoption of this Agreement and in accordance with the MBCA. The Company shall use its commercially reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentPurchaser, to respond promptly to any comments made by the SEC with respect to the preliminary proxy Proxy Statement. The Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested by Parent, Purchaser and their counsel. The Company, Parent and Purchaser agree to correct promptly any information statement in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as contemplated by Section 2.6(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Exchange Act or the SEC (or its staff). (b) The Company, acting through (or upon authorization by) the Company Board of Directors (or a definitive proxy or information statement committee thereof), shall, in accordance with and subject to the requirements of the Company Governing Documents and applicable law: (i) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, duly set a record date for, call and give notice of a special meeting of its shareholders (the "Statement"“Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the record date and meeting date set in consultation with Purchaser), and (B) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, convene and hold the Special Meeting; (ii) cause the definitive Proxy Statement to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject use commercially reasonable efforts to secure any approval by the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors shareholders of the Company that Shareholders vote in favor of is required by the approval of the Merger Company Governing Documents and the adoption of this Agreement; provided, however, that notwithstanding MBCA and any withdrawal, modification or amendment of other applicable law to effect the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (bc) Parent agrees that it will shall vote, or cause to be voted, at the Special Meeting or any postponement or adjournment thereof, or pursuant to a written consent in lieu of meeting, all of the Shares then owned by it, the Purchaser or any of its their other subsidiaries Subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this AgreementAgreement and Parent shall deliver or provide, or cause to be delivered or provided, in the capacity as a shareholder of the Company or otherwise, any other approvals that are required by the MBCA and any other applicable law to effect the Merger.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, to be held as soon promptly as practicable following the acceptance Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Shareholder Proposals”) to (i) approve the issuance of the Underlying Shares upon conversion of the Preferred Shares into Common Stock, the issuance of the Common Stock and Non-Voting Common Stock upon the exchange of the Series T Preferred Stock and Series T-ACB Preferred Stock in the TARP Exchange and the issuance of the Common Stock upon conversion of the Non-Voting Common Stock issued in the TARP Exchange for payment purposes of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this AgreementNASDAQ Listing Rule 5635, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file amend the Articles of Incorporation to authorize the class of Non-Voting Common Stock in accordance with the SEC a preliminary proxy statement orCommon Stock Articles of Amendment, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject if necessary, amend the Articles of Incorporation to increase the fiduciary obligations number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares, the TARP Exchange, and the full conversion of the Non-Voting Common Stock (such approval of the Shareholder Proposals, “Shareholder Approvals”). The Board of Directors of the Company under applicable law as advised by outside counsel, include in shall recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Merger Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the adoption of this Agreement; providedCompany’s shareholders not more than 10 Business Days after clearance thereof by the Commission, howeverand shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that notwithstanding any withdrawalShareholder Approvals are not obtained at such special shareholders’ meeting, modification or amendment of the recommendation of Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause its shareholders to be voted, all held no less than once in each subsequent six-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such special shareholders’ meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If As required by the Company's Amended and Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter definedcomply with Section 6.03(b) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; providedPROVIDED, howeverHOWEVER, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries or affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) The Company shall duly call, give notice of, convene and hold a special meeting the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date and in any event before the earlier of its Shareholders (the "Special Meeting"i) as soon as practicable fifty (50) days following the acceptance for payment of Proxy Date and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement orexpiration of any grace period granted by the Nasdaq Listings Qualifications Panel (the “Latest Meeting Date”). The Company shall be permitted to postpone or adjourn the Shareholders’ Meeting (but not beyond the Latest Meeting Date), if such postponement is required to allow reasonable additional time for the Purchaser shall have accepted for payment filing and purchased Shares permitting the Purchaser to cast at least a majority mailing of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts any supplemental or amended disclosure (x) to obtain and furnish which the information SEC or its staff (or the NASDAQ or its staff) has instructed the Company is necessary under Law or stock exchange rules or (y) in consultation with the Buyer, as required under Law or stock exchange rules for any supplemental or amended disclosure to be included disseminated and reviewed by the SEC holders of Common Stock prior to the Shareholders’ Meeting. Buyer agrees to vote its shares in accordance with the Statement (as hereinafter defined) andrecommendation of the Company’s Board of Directors. The Company shall take all necessary actions in connection with the calling and holding of such Shareholders’ Meeting, after consultation with Parent, to respond promptly to any comments made by the SEC including with respect to the preliminary preparation, filing and mailing of proxy or information statement materials in accordance with the Exchange Act, with respect to which the Buyer shall have the rights of approval and cause a definitive proxy or information statement (review set forth in Sections 4(p)-(q) hereof. Provided that the "Statement") to be mailed to its Shareholders and (y) to obtain shareholders approve the necessary approvals of Reverse Split at the Merger and this Agreement Shareholders’ Meeting, then immediately following the adoption by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors shareholders of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made Amendment at the Company Board MeetingShareholders’ Meeting (the “Reverse Split Date”), the Company agrees that if shall issue take all corporate actions necessary to effectuate the Purchaser purchases Shares pursuant Reverse Split, including the filing of an Amendment to the Offer, this Agreement shall be submitted Company’s Certificate of Incorporation and all documents necessary to maintain compliance with the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all listing standards of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementPrincipal Market.

Shareholders Meeting. (a) If required by Unless the Company's Restated Certificate Merger is to be effected pursuant to Section 48-21-105 of Incorporation and/or applicable law in order the TBCA pursuant to consummate the MergerSection 6.02(c) below, the Company, acting through its Board of Directorsxxxxxx xhrough the Company Board, shall, in accordance with applicable law: (i) law and its charter and bylaws, duly call, establish a record date for, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") as soon as practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Board Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of Directors determines at any time subsequent the Special Committee, shall (i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is no longer advisable and recommends that Shareholders reject it;necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable law. (iib) As soon as practicable following the Offer Payment Date and in connection with the Shareholders Meeting, unless the Merger is to be effected pursuant to Section 48-21-105 of the TBCA pursuant to Section 6.02(c) below, the Company xxxxx (x) promptly prepare and file with the SEC a preliminary proxy statement or(but in no event later than fifteen (15) Business Days after the Offer Payment Date), if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Acquisition Corp. and Parent of the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to receipt of any comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information statement and cause a definitive proxy shall promptly provide to Acquisition Corp. and Parent copies of all correspondence between the Company or information statement any representative of the Company and the SEC, (iii) shall give Acquisition Corp. and Parent and their counsel the "Statement") opportunity to be mailed review the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Acquisition Corp. and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) subject to Section 6.02(a), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement, the Offer and the Merger and this Agreement by (v) use its Shareholders; andreasonable best efforts otherwise to comply with all legal requirements applicable to such meeting. (iiic) subject Notwithstanding Section 6.02 hereof or any other provision to the fiduciary obligations contrary in this Agreement, in the event that Acquisition Corp. owns at least 90% of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases outstanding Common Shares pursuant to the Offer, this the Acquisition Corp. Stock Option Agreement shall be submitted to or otherwise, the Shareholders for approval and adoption parties hereto agree, at the Special Meeting whether or not request of Parent and subject to Article 7 hereof, to take all necessary and appropriate action to cause the Board Merger to become effective as soon as practicable after such acquisition, without a meeting of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all shareholders of the Shares then owned by itCompany, the Purchaser or any of its other subsidiaries in favor accordance with Section 48-21-105 of the approval of the Merger and the adoption of this AgreementTBCA.

Shareholders Meeting. (a) If required Oneida shall call and give notice of the Oneida Shareholders’ Meeting as promptly as practicable after the Registration Statement contemplated by Section 5.2 is first declared effective by the Company's Restated Certificate SEC, but in no event later than 10 business days after the date of Incorporation and/or applicable law in order to consummate such effectiveness (the Merger“Registration Statement Effective Date”), for the Companypurpose of voting upon the approval of this Agreement and, acting through its Board if so desired and mutually agreed, upon other matters of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a the type customarily brought before an annual meeting or special meeting of its Shareholders (shareholders to adopt a merger agreement. Oneida shall use all reasonable efforts to hold the "Special Meeting") Oneida Shareholders’ Meeting as soon as practicable following after the acceptance for payment of and payment for Shares by the Purchaser pursuant Registration Statement Effective Date, subject to the Offer for applicable notice requirements under its governing documents and the purpose of considering and taking action upon this Agreement, whether or not the MGCL. (b) The Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser of Oneida shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain from the shareholders of Oneida votes sufficient under its governing documents and furnish the information required MGCL to be included approve this Agreement and the Transactions, including by the SEC communicating to Oneida’s shareholders its recommendation (and including such recommendation in the Statement Proxy Statement/Prospectus) that they adopt and approve this Agreement and the Transactions contemplated herein and taking all other action necessary or desirable to secure the vote of shareholders to obtain such approval. (as hereinafter definedc) Notwithstanding Section 5.1(b) above, but subject to the provisions of Section 5.12 and Article VII hereof, if the Board of Directors of Oneida, after receiving the advice of its outside counsel and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to financial matters, its Shareholders and (y) to obtain the necessary approvals financial advisors, determines in good faith that, because of the Merger and receipt by Oneida of a Takeover Proposal that the Board of Directors of Oneida concludes in good faith constitutes a Superior Proposal, it would violate its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this agreement to the shareholders of Oneida, the Board of Directors of Oneida may submit this Agreement by its Shareholders; and without recommendation (iii) subject to the fiduciary obligations although any resolutions of the Board of Directors of Oneida approving this Agreement as of the Company under applicable law as advised by outside counseldate hereof shall not be rescinded or amended), include in which event the Board of Directors of Oneida may communicate the basis for its lack of recommendation in the Statement Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; provided that the Board of Directors of Oneida shall not take any action under this sentence unless it has complied with the provisions of Section 5.12(b)(ii). (d) Notwithstanding any withdrawal, modification or change in any recommendation of the Board of Directors of Oneida, Oneida agrees to hold the Company that Shareholders vote in favor of Oneida Shareholders’ Meeting within the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that period specified above unless this Agreement is no longer advisable terminated in accordance with its terms. Oneida shall adjourn or postpone the Oneida Shareholders’ Meeting to a date and recommends that Shareholders reject it. time mutually agreed upon by Oneida and CBSI if (bi) Parent agrees that it will voteas of the time for which the Oneida Shareholders’ Meeting is originally scheduled there are insufficient shares of Oneida Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or cause to be voted, all (ii) if on the date of the Shares then owned by it, the Purchaser or any Oneida Shareholders’ Meeting Oneida has not received proxies representing a sufficient number of its other subsidiaries in favor of the approval of the Merger votes to approve this Agreement and the adoption Transactions, provided, that Oneida shall not be required to adjourn or postpone the Oneida Shareholders’ Meeting more than twice as a result of this Agreement(i) or (ii) above. If, between the date hereof and the Oneida Shareholders’ Meeting, Xxxxx Xxxxxxxx & Xxxxx, Inc. shall amend or withdraw its fairness opinion, Oneida shall give prompt notice thereof to CBSI.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, as soon promptly as practicable following the acceptance Closing, but in no event later than September 30, 2010, to vote on a proposal (the “Shareholder Proposal”) to approve (i) the conversion of the Preferred Shares and the Series C Preferred Shares into Common Stock for payment purposes of and payment for Shares by Rule 5635 of the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this AgreementNASDAQ Stock Market Rules, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with an increase in the SEC a preliminary proxy statement or, if number of authorized shares of Common Stock to allow for the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority conversion of the votes entitled to be cast by all holders of Preferred Shares on a fully diluted basisand Series C Preferred Shares into Common Stock, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject an amendment to the fiduciary obligations Company’s bylaws increasing the range of the board of directors by at least one member (such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company under applicable law as advised by outside counsel, include in shall recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Merger Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the adoption of this Agreement; providedCompany’s shareholders not more than fifteen (15) business days after clearance thereof by the Commission, howeverand shall use its reasonable best efforts to solicit proxies for such Shareholder Approval, that notwithstanding any withdrawalincluding, modification or amendment without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall notify Purchaser promptly of the recommendation receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause its shareholders to be voted, all held no less than once in each subsequent six-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such shareholder meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If Pursuant to the Merger Agreement, the Company will, if required by applicable law or the Company's Restated Certificate Articles of Incorporation and/or applicable law Incorporation, in order to consummate the Merger, and following (i) acceptance for payment of Shares by the Purchaser pursuant to the Offer or (ii) the expiration of the Offer without the Purchaser purchasing any Shares hereunder, in the case of either clause (i) or (ii), without the termination of the Merger Agreement by Parent or the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") shareholders as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this the approval of the Merger and the adoption of the Merger Agreement, whether or not the Board of Directors determines at any time subsequent to . The Merger Agreement provides that the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) will, if required by applicable law in order to consummate the Merger, prepare and file with the SEC Commission a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this the Merger Agreement and use its reasonable best efforts (xi) to obtain and furnish the information required to be included by the SEC 25 28 Commission in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC Commission with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (yii) to obtain the necessary approvals of the Merger and this the Merger Agreement by its Shareholders; and (iii) subject shareholders. Subject to the fiduciary obligations terms of the Board of Directors of Merger Agreement, the Company under applicable law as advised by outside counsel, has agreed to include in the Proxy Statement the recommendation of the Company's Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this the Merger Agreement; provided, however, . The Merger Agreement provides that notwithstanding any withdrawal, modification in the event that Parent or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares acquires at least 90% of outstanding Shares, pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether Offer or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. otherwise (b) Parent agrees that it will vote, or cause to be voted, all including as a result of the Shares then owned by itexercise of the Option Agreement), Parent, the Purchaser or any and the Company will, at the request of its other subsidiaries in favor of Parent and subject to the approval terms of the Merger Agreement, take all necessary and appropriate action to cause the adoption Merger to become effective as soon as practicable after such acquisition, without a meeting of this Agreementshareholders of the Company, in accordance with Section 13.1-719 of the VSCA.

Shareholders Meeting. (a) If required by the Company's Restated Certificate certificate of Incorporation incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares Securities by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the CompanyTBT, acting through its Board of Directorsthe TBT Board, shall, in accordance with applicable lawLaw: (ia) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders’ Meeting"”) as soon as practicable following after the acceptance for payment Registration Statement and the Proxy Statement/Prospectus (forming a part of and payment for Shares by the Purchaser pursuant to Registration Statement) become effective with the Offer SEC for the purpose of considering approving and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that adopting this Agreement is no longer advisable and recommends that Shareholders reject itthe Merger; (iib) prepare and file with require no greater than the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority minimum vote of the votes entitled capital stock of TBT required by applicable Law and the TBT Constituent Documents in order to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and approve this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement Merger (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and“TBT Shareholder Approval”); (iiic) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement Proxy Statement/Prospectus the recommendation of the TBT Board that the shareholders of Directors of the Company that Shareholders TBT vote in favor of the approval of the Merger and the adoption of this AgreementAgreement and the Merger; provided, however, that notwithstanding any withdrawal, modification or amendment and (d) cause the Proxy Statement/Prospectus to be mailed to the shareholders of TBT as soon as practicable after the Registration Statement and the Proxy Statement/Prospectus (forming a part of the recommendation Registration Statement) become effective with the SEC, and use its commercially reasonable efforts to obtain the TBT Shareholder Approval. The letter to shareholders, notice of the Board meeting, proxy statement of Directors TBT and form of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant proxy to the Offer, be distributed to shareholders in connection with this Agreement and the Merger shall be submitted in form and substance reasonably satisfactory to FFIN and are collectively referred to herein as the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it“Proxy Statement/Prospectus”. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by Unless the Company's Restated Certificate of Incorporation and/or applicable law Agreement is terminated in order accordance with Article IX prior to consummate the Mergerdate thereof, the CompanyApogee, acting through its Board of Directors, shall, in accordance with applicable law: (ia) duly call, give notice of, convene and hold a special meeting of its Shareholders or solicit consents (the "Special Shareholders Meeting") of its shareholders as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering approving and taking action upon adopting this Agreement, whether Agreement and the transactions contemplated herein; (b) require no greater than the minimum vote required by applicable law of each class of the shares of Apogee Common Stock (as hereinafter defined) entitled to vote or not consent in order to approve this Agreement and the transactions contemplated herein; (c) include in the Proxy Statement (defined in paragraph (d) below) the unanimous recommendation of its Board of Directors determines at any time subsequent that the shareholders of the Company vote in favor of or consent to the Company Board Meeting that this Agreement is no longer advisable approval and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority adoption of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and the consummation of the transactions contemplated herein; and (d) use its reasonable best efforts (xi) to obtain and furnish cause the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders shareholders at the earliest possible time following the date of this Agreement, and (yii) to obtain the necessary approvals of the Merger approval and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment Agreement and the transactions contemplated by shareholders holding at least the minimum number of shares of each class of the recommendation of the Board of Directors of the Company made shares entitled to vote at the Company Board MeetingShareholders Meeting under applicable law. The letters to shareholders, notice of meeting, proxy statements and form of proxy to be distributed to shareholders in connection with the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement transactions contemplated herein shall be submitted in form and substance reasonably satisfactory to Purchasers, and are collectively referred to herein as the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it"Proxy Statement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement."

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Company Proxy Statement (as hereinafter defineddefined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Company Proxy Statement") to be mailed to its Shareholders shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Company Proxy Statement the recommendation of the Board of Directors that shareholders of the Company Company, as a group, vote in favor of the approval of the Merger and the adoption of this Agreement (provided that Shareholders shareholders should consult with their financial or tax advisers prior to voting to approve the Merger) unless, in the opinion of the Board of Directors after consultation with independent counsel, the inclusion of such recommendation would be inconsistent with its fiduciary duties under applicable law. (b) Parent and Purchaser agree that Purchaser shall, and shall cause any permitted assignee of Purchaser to, vote all Shares then owned by it which are entitled to vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: (i) as promptly as reasonably practicable after the date hereof, duly set a record date for, call, give notice of, convene and hold a special meeting of its Shareholders shareholders of the Company (the "Special “Shareholders’ Meeting"”) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering obtaining the Shareholder Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent meeting date to be set by the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect ). Subject to the preliminary proxy or information statement and cause a definitive proxy or information statement (terms of this Agreement, the "Statement") to be mailed to its Shareholders and (y) to obtain Company Board shall recommend that the necessary approvals shareholders of the Company vote in favor of approval of the Merger and the adoption of this Agreement Agreement. At the Shareholders’ Meeting, Parent will cause all shares of Company Common Stock held of record by Parent or Merger Sub (or its Shareholders; and (iiiassignees, if any) subject to the fiduciary obligations as of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders record date and entitled to vote thereon to be voted in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of . The Company shall comply in all material respects with the recommendation of the Board of Directors of the Company made at the Company Board MeetingMBCA, the Company agrees that if Articles of Incorporation, the Purchaser purchases Shares Company Bylaws, the Exchange Act and the rules and regulations of NASDAQ in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy Statement to the Company’s shareholders as required pursuant to the Offer, this Agreement shall be submitted Exchange Act and Section 6.01(b) below. Subject to the Shareholders for approval and adoption at the Special Meeting whether or not the Board terms of Directors determines at any time subsequent to this Agreement, unless there has been an Adverse Recommendation Change, the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause shall use its commercially reasonable efforts to be voted, all of the Shares then owned by it, the Purchaser or any of solicit from its other subsidiaries shareholders proxies in favor of the approval of the Merger and the adoption of this AgreementAgreement in compliance in all material respects with all applicable Laws and all rules of NASDAQ, and secure any other approval of shareholders of the Company that is required by applicable Law to effect the Merger. Unless this Agreement is validly terminated in accordance with Section 8.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to the date of the Shareholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) and a non-binding vote on executive compensation shall be the only matters (other than procedural matters) that the Company shall propose to be acted on by the shareholders of the Company at the Shareholders’ Meeting.

Shareholders Meeting. (ai) If required by As promptly as practicable following the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate date on which the MergerSEC confirms that it has no further comments on the Schedule 13E-3 and the Proxy Statement, the Company, acting through its Board of Directors, shallCompany shall (i) take, in accordance with applicable law: (i) the Cayman Companies Act and the Company Memorandum and Articles, all action reasonably necessary to duly call, give notice of, convene set a record date for and hold a special an extraordinary general meeting of its Shareholders shareholders (the "Special “Company Shareholders Meeting"”), which shall not be held later than forty-five (45) as soon as practicable following days after the acceptance for payment of and payment for Shares by date on which the Purchaser pursuant Proxy Statement is mailed to the Offer holders of Company Shares for the purpose of considering obtaining the Shareholder Approval, (ii) mail or cause to be mailed a letter to the holders of Company Shares, notice of the Company Shareholders Meeting and taking action upon this Agreementform of proxy accompanying the Proxy Statement that will be provided to the holders of Company Shares in connection with the solicitation of proxies for use at the Company Shareholders Meeting, whether or not and (iii) instruct the Board Depositary to (A) fix the record date established by the Company for the Company Shareholders Meeting as the record date for determining the holders of Directors determines at any time subsequent ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Company Board Meeting that this Agreement is no longer advisable Shares represented by ADSs (the “Record ADS Holders”), subject to any modification required by Section 6.2(e)(iii) and recommends that Shareholders reject it;(B) provide all proxy solicitation materials to all Record ADS Holders. (ii) prepare Notwithstanding any other provision of this Agreement, the Company may, and file with at the SEC a preliminary proxy statement orrequest of Parent, shall, adjourn the Company Shareholders Meeting for up to thirty (30) Business Days (but in any event no later than five (5) Business Days prior to the End Date), (w) if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority as of the votes entitled time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares represented (either in person or by proxy) (A) to be cast by all holders constitute a quorum necessary to conduct the business of Shares on a fully diluted basis, information statement relating to the Merger and Company Shareholders Meeting or (B) voting in favor of approval of this Agreement and use its reasonable best efforts the transactions contemplated hereby, including the Merger, to obtain the Shareholder Approval, (x) in order to obtain allow reasonable additional time for (A) the filing and furnish mailing of any supplemental or amended disclosure (1) which the information required to be included by the SEC Company Board has determined in the Statement (as hereinafter defined) and, good faith after consultation with Parent, outside counsel is necessary under applicable Laws or (2) at the reasonable request of Parent and (B) such supplemental or amended disclosure to respond promptly to any comments made be disseminated and reviewed by the SEC with respect Company’s shareholders prior to the preliminary proxy Company Shareholders Meeting, or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals extent required by Law or any court of the Merger and this Agreement by its Shareholders; andcompetent jurisdiction. (iii) subject Once the Company has established the record date, the Company shall not change such record date or establish a different record date for the Company Shareholders Meeting without the prior written consent of Parent, unless permitted by this Agreement or required to do so by applicable Law; provided that, in the fiduciary obligations of event that the Board of Directors date of the Company Shareholders Meeting as originally called is for any reason adjourned or otherwise delayed, the Company may establish a new record date provided that the Company shall first use commercially reasonable efforts to attempt to implement such adjournment or other delay, if possible and as permitted under applicable law as advised by outside counselLaw, include in such a way that the Statement Company does not need to establish a new record date for the Company Shareholders Meeting. (iv) At the Company Shareholders Meeting, the Company shall, through the Company Board (upon the recommendation of the Board of Directors of Special Committee), make the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; providedRecommendation and, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the unless there has been a Company made at the Company Board MeetingAdverse Recommendation Change, the Company agrees that if shall (A) take all reasonable lawful action to solicit the Purchaser purchases Shares Shareholder Approval, and (B) publicly reaffirm the Company Recommendation within two (2) Business Days after any request by Parent. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to the Offerand in accordance with Article VIII, this Agreement shall be submitted to the Shareholders holders of Company Shares for approval and adoption the purpose of obtaining the Shareholder Approval. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the Special Meeting whether or not the Board of Directors determines at any time subsequent last ten (10) Business Days prior to the date of the Company Board Meeting that Shareholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, the authorization and approval of this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all the Plan of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption transactions contemplated hereby (including the Merger) shall be the only matter (other than procedural matters) which the Company shall propose to be acted on by the holders of this AgreementCompany Shares at the Company Shareholders Meeting or any adjournment thereof.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the CompanyTACT, acting through its Board board of Directorsdirectors, shall, in accordance with applicable law: law and its Certificate of Incorporation and Bylaws, (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") shareholders as soon as reasonably practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer date hereof for the purpose of considering and taking action upon this Agreement, whether or not to authorize and approve the Board issuance of Directors determines at any time subsequent the Exchange Shares pursuant to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; the transactions contemplated hereby and by the TACT Stock Purchase Agreement and the transactions contemplated thereby (the "Shareholders' Meeting"); and (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser subject to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, fiduciary duties under applicable law after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, (A) include in the Statement proxy soliciting materials for the Shareholders' Meeting the recommendation of the Board board of Directors directors that the shareholders of the Company that Shareholders TACT vote in favor of the approval of the Merger and the adoption of this Agreement; providedAgreement and the TACT Stock Purchase Agreement and the transactions contemplated hereby and thereby, however(B) use its reasonable best efforts to obtain the necessary approval and adoption of this Agreement and the TACT Stock Purchase Agreement and the transactions contemplated hereby and thereby from its shareholders, that notwithstanding any withdrawal, modification or amendment (C) use its reasonable best efforts to obtain the necessary approval to increase the number of shares subject to its 1997 Stock Option and Award Plan from 300,000 to 1,200,000 and (D) change the name of the corporation to Vanguard Info-Solutions International Inc. or, if such name is not available, such other name as the Authorized Representative may approve. Notwithstanding TACT's failure to include the recommendation contemplated by clause (A) of the Board of Directors of preceding sentence (in the Company made at the Company Board Meetingcircumstances permitted thereby), the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, unless this Agreement shall be submitted have been terminated pursuant to the Shareholders for approval and adoption ARTICLE 12, TACT shall submit this Agreement to its shareholders at the Special Shareholders' Meeting whether or not for the Board purpose of Directors determines at any time subsequent to the Company Board Meeting that adopting this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause nothing contained herein shall be deemed to be voted, all relieve TACT of such obligation. The proxy soliciting materials and the proposals contained therein shall comply with Regulation 14A of the Shares then owned by itregulations under the Exchange Act and shall be in a form such that, if shareholder approval is obtained, the Purchaser or any requirements of its other subsidiaries in favor Rule 4350(i) of the approval Marketplace Rules of the Merger and the adoption of this AgreementThe NASDAQ Stock Market, Inc. shall have been complied with.

Shareholders Meeting. (a) If required by Unless the Company's Restated Certificate Merger is to be effected pursuant to Section 00-00-000 of Incorporation and/or applicable law in order the TBCA pursuant to consummate the MergerSection 6.02(c) below, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) law and its charter and bylaws, duly call, establish a record date for, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") as soon as practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Board Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of Directors determines at any time subsequent the Special Committee, shall (i) recommend to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is no longer advisable and recommends that Shareholders reject it;necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable law. (iib) As soon as practicable following the Offer Payment Date and in connection with the Shareholders Meeting, unless the Merger is to be effected pursuant to Section 00-00-000 of the TBCA pursuant to Section 6.02(c) below, the Company shall (i) promptly prepare and file with the SEC a preliminary proxy statement or(but in no event later than fifteen (15) Business Days after the Offer Payment Date), if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Acquisition Corp. and Parent of the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to receipt of any comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information statement and cause a definitive proxy shall promptly provide to Acquisition Corp. and Parent copies of all correspondence between the Company or information statement any representative of the Company and the SEC, (iii) shall give Acquisition Corp. and Parent and their counsel the "Statement") opportunity to be mailed review the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Acquisition Corp. and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) subject to Section 6.02(a), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement, the Offer and the Merger and this Agreement by (v) use its Shareholders; andreasonable best efforts otherwise to comply with all legal requirements applicable to such meeting. (iiic) subject Notwithstanding Section 6.02 hereof or any other provision to the fiduciary obligations contrary in this Agreement, in the event that Acquisition Corp. owns at least 90% of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases outstanding Common Shares pursuant to the Offer, this the Acquisition Corp. Stock Option Agreement shall be submitted to or otherwise, the Shareholders for approval and adoption parties hereto agree, at the Special Meeting whether or not request of Parent and subject to Article 7 hereof, to take all necessary and appropriate action to cause the Board Merger to become effective as soon as practicable after such acquisition, without a meeting of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all shareholders of the Shares then owned by itCompany, the Purchaser or any of its other subsidiaries in favor accordance with Section 00-00-000 of the approval of the Merger and the adoption of this AgreementTBCA.

Shareholders Meeting. (a) If Sub is unable to utilize the provisions of Section 1110 of the CGCL, then as soon as practicable following the consummation of the Offer or withdrawal of the Offer pursuant to Section 1.1(c)(iii) and if required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its the Company's Board of Directors, Directors shall, in accordance with applicable law, the Company Charter and Company Bylaws: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special MeetingSPECIAL MEETING") as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares Offer Securities by the Purchaser Sub pursuant to the Offer or withdrawal of the Offer pursuant to Section 1.1(c)(iii) for the purpose of considering and taking action upon the Merger and this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC in compliance with applicable law a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement Special Meeting (together with any amendments thereto or supplements thereof, the "PROXY STATEMENT") and use its commercially reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the any preliminary proxy or information statement Proxy Statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders and (yB) to obtain the necessary approvals approval of the Merger and this Agreement by its Shareholdersshareholders (the "COMPANY SHAREHOLDER APPROVAL"); and (iii) subject to the fiduciary obligations of the Company Board of Directors of the Company under applicable law as advised by outside legal counsel, include in the Proxy Statement the recommendation of the Company's Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval and adoption of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment . (b) The Company shall notify Parent promptly of the recommendation receipt of any comments from the Board SEC or its staff and of Directors 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 made or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Board MeetingSpecial Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company agrees that if shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Purchaser Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent will provide Company with the information concerning Parent and Sub required to be included in the Proxy Statement. If Sub purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders record date for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time shall be a date subsequent to the date Parent or Sub becomes a record holder of Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Common Stock pursuant to the Offer. Parent agrees that it will shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser Sub or any of its other their subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. (d) If Company Shareholder Approval is obtained and provided that the conditions set forth in Article VII have been satisfied, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after obtaining Company Shareholder Approval in accordance with the CGCL.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) Target shall as promptly as practicable duly call, give notice ofof and take all other action necessary in accordance with applicable law to convene, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering obtaining the affirmative vote of holders of Ordinary Shares of Target casting at least two-thirds of the votes cast and taking action excluding all Ordinary Shares, if any, owned by the Voting Trust (i) to approve the Purchase, (ii) to approve the Distribution, conditioned only upon this Agreementthe Closing, whether or not (iii) to appoint at Closing one person designated by Westfield Limited (the "Westfield Designee") to the Board of Directors determines at any time subsequent Liquidators, provided that Target shall have the right to object to the Company Westfield Designee on a reasonable basis, provided, further, that if no Westfield Designee is appointed to the Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; of Liquidators at Closing (ii) prepare and file with due to the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority failure of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) Westfield Designee to obtain the necessary approvals required approval of the Merger and Dutch Central Bank, as a result of the objection by Target or otherwise), the Board of Liquidators shall consult with Westfield Limited on a reasonable basis on matters related to, or in connection with, the Distribution, provided, further, that Target shall have no obligation pursuant to this Agreement by its Shareholders; and clause (iii) subject if Westfield Limited transfers all of its equity ownership in Target to an unaffiliated third party, and (iv) to appoint the fiduciary obligations members of the Management Board as liquidators to carry out the Distribution in accordance with the Protocol, and shall take all lawful action to solicit the approval of such transactions by such vote. The Management Board and the Supervisory Board of Directors Target shall recommend that holders of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders Ordinary Shares vote in favor of such resolutions. Subject to Section 5.8, the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification Supervisory Board shall not withdraw or amendment of the modify in a manner adverse to Purchasers its recommendation of the Board of Directors resolutions. Target agrees that it will not cancel, postpone or adjourn the date of the Company made at Shareholders Meeting or change the Company Board Meeting, items on the Company agrees that if agenda without the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board agreement of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itPurchasers. (b) Parent agrees that it will voteAs promptly as reasonably practicable after the date of this Agreement, Target shall prepare a shareholder circular relating to the matters to be submitted to the shareholders of Target at the Shareholders Meeting. Target shall provide Purchasers with a reasonable opportunity to review and comment on the shareholder circular, and on any amendment or supplement thereto, and shall not distribute the shareholder circular, or cause any amendment or supplement thereto, to its shareholders prior to the approval of such document by the Purchasers, which approval shall not be votedunreasonably withheld or delayed. The shareholder circular shall comply as to form in all material respects with the applicable provisions of applicable law. Each Purchaser shall furnish all information concerning itself and its Affiliates which is required or customary for inclusion therein. If at any time prior to the Shareholders Meeting any information relating to Target or Purchasers, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries their respective Affiliates, officers or directors, should be discovered by Target or Purchasers which should be set forth in favor an amendment or supplement to the shareholder circular so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the approval circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly and disseminated to the shareholders of the Merger and the adoption of this AgreementTarget.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, as soon promptly as practicable following the acceptance for payment of and payment for Shares by Closing, but in no event later than May 31, 2013, to vote on a proposal (the Purchaser pursuant “Shareholder Proposal”) to approve the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority conversion of the votes entitled to be cast by all holders Preferred Shares into Common Stock for purposes of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals Rule 5635 of the Merger and this Agreement by its Shareholders; and NASDAQ Stock Market Rules (iii) subject to the fiduciary obligations such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company under applicable law as advised by outside counsel, include in shall unanimously recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposal. In addition, all of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation members of the Board of Directors Directors, plus one Director Emeritus, have agreed to vote their shares in favor of the Company made at the Company Board MeetingShareholder Proposal. In connection with such meeting, the Company agrees that if shall promptly prepare and file (but in no event more than thirty (30) business days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than seven (7) business days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approval. The Company shall notify Purchaser purchases Shares promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a written agreement regarding the Offer, this Agreement confidentiality and use of such information). If at any time prior to such shareholders’ meeting there shall occur any event that is required to be submitted set forth in an amendment or supplement to the Shareholders for approval proxy statement, the Company shall as promptly as practicable prepare and adoption mail to its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such special shareholders meeting, the Special Meeting whether or not Company shall include a proposal to approve (and the Board of Directors determines shall recommend approval of) such proposal at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause a meeting of its shareholders to be voted, all held no less than once in each subsequent three-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such special shareholders meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement Proxy Statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement Proxy Statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders, provided that no amendment or supplement to such Proxy Statement will be made by the Company without consultation with Parent and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; andcounsel; (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment ; (iv) use its best efforts to solicit from holders of Shares proxies in favor of the recommendation Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote or consent of the Board of Directors of shareholders required under California law to effect the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMerger. (b) Parent agrees that it will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries or affiliates controlled by Parent in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following after the acceptance for payment of and payment for Shares --------------- Proxy Statement (as defined below) is cleared by the Purchaser pursuant to the Offer SEC for the purpose of considering and taking action upon this Agreement, whether or not to approve the Board adoption of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itthe principal terms of the Merger; (ii) prepare and file with the SEC a preliminary proxy statement orstatement, if and any amendment or supplement thereto (the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement "Proxy Statement") relating to the --------------- Merger and this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly as soon as practicable to any comments made by the SEC with respect to the preliminary proxy or information statement Proxy Statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders shareholders and (yB) to obtain the necessary approvals of the principal terms of the Merger and adoption of this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the principal terms of the Merger and the adoption of this Agreement; provided, however, Agreement and the written opinion of Xxxxxxx Xxxxx that notwithstanding any withdrawal, modification or amendment the terms of the recommendation Merger are fair, from a financial point of view, to the shareholders of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itCompany. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the principal terms of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: as soon as reasonably practicable following the date hereof, distribute the Soliciting Materials to the Shareholders and Noteholders. With respect to the Soliciting Materials submitted to the Shareholders, such Soliciting Materials shall, among other things, establish a record date for purposes of obtaining the Company Shareholder Approval and the Company Noteholders' Consent. With respect to the Soliciting Materials submitted to the Shareholders, such Soliciting Materials shall either (i) duly call, and give notice of, convene and hold a special meeting of its the Shareholders (the "Special Company Shareholders' Meeting"), which Company Shareholders' Meeting shall be held no later than twenty-five (25) days after the first distribution of the Soliciting Materials to the Shareholders, for the purpose of obtaining the approval of the adoption this Agreement, the Merger and the other transactions contemplated hereby, and the Company shall use commercially reasonable efforts to hold the Company Shareholders' Meeting as soon as practicable following after the acceptance for payment date of and payment for Shares by this Agreement or (ii) solicit the Purchaser pursuant written consent of Shareholders (the "Company Shareholders' Consent") to obtain the Offer for approval of the purpose adoption of considering and taking action upon this Agreement, whether the Merger and the other transactions contemplated hereby, which Soliciting Materials shall establish as the date for receipt of written consents a date no later than twenty-five (25) days after the first distribution of the Soliciting Materials to the Shareholders. As soon as reasonably practicable following the first distribution of the Soliciting Materials to the Noteholders and, in any event, prior to the date established for the Company Shareholders' Meeting or the date established for the receipt of the Company Shareholders' Consent, the Company shall solicit the written consent of Noteholders (the "Company Noteholder's Consent") to obtain the approval of the adoption of this Agreement, the Merger and the other transactions contemplated hereby. In connection with the Company Shareholders' Meeting or the Company Shareholders' Consent, as the case may be, the Company Noteholders' Consent and the transactions contemplated hereby, the Company will (i) use commercially reasonable efforts (including postponing or adjourning the Company Shareholders' Meeting, if applicable, to obtain a quorum) to obtain the Company Shareholder Approval and (ii) otherwise comply with the requirements of the Company Articles, Company Bylaws, Company Convertible Notes and all legal requirements applicable to the Company Shareholders' Meeting or the Company Shareholders' Consent, as the case may be, and the Company Noteholders' Consent. The materials relating to the submission of this Agreement to the Shareholders and Noteholders, and any proxy or consent in connection therewith, shall specify that adoption of this Agreement shall constitute approval by the Shareholders and Noteholders of: (i) the escrow and indemnification obligations set forth in Section 2.2 and Article 8 hereof, the deposit of cash equal to the Indemnification Escrow Amount into the Indemnification Escrow Fund and the deposit of cash equal to the Expense Escrow Amount into the Expense Escrow Fund and (ii) the appointment of the Securityholders' Representative, under and as defined in this Agreement. Any materials to be submitted to the Shareholders and Noteholders in connection with the Merger and this Agreement (the "Soliciting Materials") shall be subject to review and approval by Parent (except that such approval shall not be required in the case of information that the Board of Directors determines at any time subsequent of the Company, following receipt of the written advice of outside counsel to the Company Board Meeting that this Agreement (which advice has also been delivered to Parent), in good faith determines is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled required to be cast disclosed by all holders applicable Law and that is, in fact, required to be disclosed by applicable Law, provided that such disclosure shall occur only after consultation with Parent regarding the form and content of Shares on a fully diluted basissuch disclosure) and shall include information regarding the Company, information statement relating to the terms of the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided. Anything to the contrary contained herein notwithstanding, howeverthe Company shall not include in the Soliciting Materials any information with respect to Parent or its Affiliates, that notwithstanding any withdrawalunless Parent shall have approved the form and content thereof prior to such inclusion. The Soliciting Materials shall disclose all material information necessary for the Shareholders and Noteholders to make an informed decision regarding their vote or written consent with respect to this Agreement and the Merger, modification or amendment of and such information shall not, on the recommendation of date it is first mailed to Shareholders and Noteholders, and at the Board of Directors time of the Company made at Shareholders' Meeting or the date of the Company Board MeetingShareholders' Consent, as the case may be, and the date of the Company agrees that if Noteholders' Consent, contain any statement which, in light of the Purchaser purchases Shares pursuant to the Offer, this Agreement circumstances under which it shall be submitted made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the Shareholders for approval and adoption at statements made in the Special Meeting whether Soliciting Materials not false or not the Board of Directors determines at misleading, or omit to state any time subsequent material fact necessary to correct any statement in any earlier communication with respect to the Company Board Shareholders' Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itor the Company Shareholders' Consent, as the case may be, or the Company Noteholders' Consent which has become false or misleading. (b) Parent The Company agrees that it will voteits obligations pursuant to Section 6.1(a) shall not be affected by the commencement, public proposal, public disclosure or cause communication to the Company of any inquiry, request for information, proposal or offer that could reasonably be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreementexpected to lead to a Competing Transaction.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable lawlaw and subject to the fiduciary duties of the Board of Directors: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon promptly as practicable following fol- lowing the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its Shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries Subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order Subject to consummate the MergerSection 5.2, the Company, acting through its Board of Directors, shallCompany will, in accordance with its constituent documents, the rules of Nasdaq, and applicable law: (i) Law, duly set a record date and duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon promptly as reasonably practicable following the acceptance for payment of and payment for Shares by date the Purchaser pursuant definitive Proxy Statement is disseminated to the Offer holders of Shares, a meeting of the holders of Shares for the purpose of considering obtaining the Shareholder Approval (including any adjournment or postponement thereof, the “Shareholders Meeting”). The Company will consult with Parent regarding the record date and taking action upon date for holding the Shareholders Meeting. Notwithstanding anything to the contrary contained in this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) andCompany, after consultation with Parent, may adjourn or postpone the Shareholders Meeting (i) in the absence of a quorum (in person or by proxy) to respond promptly convene the Shareholders Meeting, (ii) to allow reasonable additional time for the filing and mailing of any comments made supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is reasonably necessary under applicable Law for such supplemental or amended disclosure to be disseminated and reviewed by the SEC with respect holders of Shares prior to the preliminary proxy or information statement and cause Shareholders Meeting, (iii) for a definitive proxy or information statement (single period not to exceed 20 Business Days to allow reasonable additional time to solicit additional proxies to the "Statement") to be mailed to its Shareholders and (y) extent the Company reasonably believes necessary in order to obtain the necessary approvals of Shareholder Approval, or (iv) if otherwise reasonably required by applicable Law or upon a request by the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itSEC. (b) Without the prior written consent of Parent agrees or as required by applicable Law, (i) the adoption of this Agreement will be the only matter (other than a non-binding advisory proposal regarding compensation that it may be paid or become payable to the named executive officers of the Company in connection with the Transactions and matters of procedure) that the Company will propose to be acted on by the shareholders of the Company at the Shareholders Meeting and the Company will not submit any other proposal to such shareholders in connection with the Shareholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement or the consummation of the Transactions) (other than, (A) if the Shareholders Meeting is also the Company’s annual shareholder meeting, proposals customarily brought in connection with the Company’s annual shareholder meeting, and (B) any matters that are proposed by a shareholder of the Company in accordance with the provisions of the Regulations in effect on the Agreement Date) and (ii) the Company will not call any meeting of the shareholders of the Company other than the Shareholders Meeting (other than, if the Company Shareholders Meeting is not combined with the Company’s annual shareholder meeting, the Company’s annual shareholder meeting). The Company will provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent. (c) The Parent Parties will vote, or cause to be voted, all of the Shares then beneficially owned by itthem, the Purchaser SJL or any of its other subsidiaries their Subsidiaries or Affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required As soon as practicable following the delivery by the Company's Restated Certificate Parent to the Company of Incorporation and/or applicable law in order to consummate the Mergerfinancing commitment letters contemplated by Section 5.15 (the "Financing Commitments"), the Company, acting through its Board of Directorsthe Board, shall, in accordance with the Certificate of Incorporation and By-Laws of the Company and with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders' Meeting") ), to be held as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering approving and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that adopting this Agreement is no longer advisable and recommends that Shareholders reject it;the Merger; and (ii) prepare and file with the SEC Securities and Exchange Commission ("SEC") a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parentthe Parent and the Purchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy or information statement version thereof and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders and (y) shareholders at the earliest practicable time after responding to obtain all such comments to the necessary approvals satisfaction of the Merger and this Agreement by its Shareholders; andstaff of the SEC. (iiib) subject Subject to the its fiduciary obligations of under applicable law, the Board of Directors of the Company under applicable law as advised by outside counsel, will include in the Proxy Statement (as defined in Section 3.07) the recommendation of the Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval and adoption of this Agreement and the Merger and a statement that the cash consideration to be received by the shareholders of the Company pursuant to the Merger is fair to such shareholders. Without limiting the generality of the foregoing, the Company agrees, except as provided in this Section 1.07, that its obligations pursuant to this Section 1.07 shall not be affected by either the commencement, public proposal, public disclosure or other communication to the Company of any offer to acquire some or all of the Shares (as defined below) or all or any substantial portion of the assets of the Company or any change in the recommendation of the Board. (c) Upon receipt of the Financing Commitments, the Company, the Parent and the Purchaser, as the case may be, shall promptly file any other filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") or any other Federal or state securities or corporate laws relating to the Merger and the adoption transactions contemplated herein (the "Other Filings"). Each of the parties hereto shall notify the other parties hereto promptly of the receipt by it of any comments from the SEC or its staff and of any request of the SEC for amendments or supplements to the Proxy Statement or by the SEC or any other governmental officials with respect to any Other Filings or for additional information and will supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its staff or any other governmental officials, on the other hand, with respect to the Proxy Statement, any Other Filings or the Merger. The Company, the Parent and the Purchaser each shall use its best efforts to obtain and furnish the information required to be included in the Proxy Statement, any Other Filings or the Merger. If at any time prior to the time of approval of this Agreement; provided, however, Agreement by the Company's shareholders there shall occur any event that notwithstanding any withdrawal, modification should be set forth in an amendment or amendment of supplement to the recommendation of the Board of Directors of the Company made at the Company Board MeetingProxy Statement, the Company agrees that if shall promptly prepare and mail to its shareholders such amendment or supplement. The Company shall not mail the Purchaser purchases Shares pursuant Proxy Statement or, except as required by the Exchange Act or the rules and regulations promulgated thereunder, any amendment or supplement thereto, to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to Company's shareholders unless the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all has first obtained the consent of the Shares then owned by it, the Purchaser Parent to such mailing (which consent shall not be unreasonably withheld or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreementdelayed).

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its Shareholders (the "Special Meeting") shareholders, as soon promptly as practicable following the acceptance date hereof, but in no event later than October 31, 2011, to vote on proposals (the “Shareholder Proposals”) to approve (i) the issuance of Common Stock and conversion of the Non-Voting Common Stock for payment purposes of and payment for Shares by Rule 5635 of the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this AgreementNASDAQ Stock Market Rules, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with authorizing a new class of Non-Voting Common Stock to allow for the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority exercise of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger Warrants and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject an increase in the number of authorized shares of Common Stock to allow for the issuance of the Securities (such approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary obligations of duties under North Carolina law, the Board of Directors of the Company under applicable law as advised by outside counsel, include in shall recommend to the Statement the recommendation of the Board of Directors of the Company Company’s shareholders that Shareholders such shareholders vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Merger Commission or its staff with respect to the preliminary proxy statement and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment Company’s shareholders not more than fifteen (15) business days after clearance of the recommendation preliminary proxy statement by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approval, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the proxy statement and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, non-public information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause its shareholders to be voted, all held no less than once in each subsequent six-month period beginning on the date of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the such shareholder meeting until such approval of the Merger and the adoption of this Agreementis obtained.

Shareholders Meeting. (a) If Following the purchase of the Shares pursuant to the Offer, if required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, , (i) the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) , duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of its Shareholders and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that submit this Agreement is no longer advisable and recommends that Shareholders reject itto a vote of the Company's Shareholders; (ii) the Company shall prepare and file with the SEC a preliminary proxy statement or, if (the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement "Preliminary Statement") relating to the Merger and this Agreement which shall comply as to form with all applicable laws and use its reasonable best efforts (x) to obtain which shall include all information concerning the Company, Parent and furnish the information Acquisition required to be included set forth therein pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the applicable rules and regulations thereunder (the "1934 Act Rules", the 1934 Act Rules together with the 1934 Act, the "Exchange Act"); (iii) the Company shall, subject to review of the Preliminary Statement by the SEC and notification (either orally or in writing) to the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by Company that the SEC with respect has no further comments relating to such Preliminary Statement, distribute to the preliminary Shareholders a letter to Shareholders, notice of meeting, proxy or information statement and cause form of proxy in connection with the Merger (collectively, including any amendments or supplements thereto, the "Proxy Statement"); (iv) the Company shall file a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals form of the Merger Proxy Statement, which shall reflect compliance with or resolution of the comments and this Agreement by its Shareholdersrequests in accordance with the Exchange Act from the SEC as the Company and Parent shall deem appropriate; (v) the Company shall distribute the definitive Proxy Statement to the Shareholders in accordance with applicable law; and (iiivi) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in shall take all such other reasonable action necessary or appropriate to obtain the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the lawful approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to by the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itShareholders. (b) The Company and Parent agrees that shall each pay one-half ( 1/2) of the expenses related to the printing, preparation, filing and mailing of the Proxy Statement. Parent shall pay the Preliminary Statement fee to the SEC. (c) Parent and Acquisition shall furnish to the Company all information concerning Parent, Acquisition and their Affiliates (as defined in Section 9.5) required by the Exchange Act or as otherwise required by the SEC to be set forth in the Proxy Statement. (d) Each of the Company and Parent shall consult and confer with the other and the other's counsel regarding the Preliminary Statement and the Proxy Statement and each shall have the opportunity to comment on the Preliminary Statement and the Proxy Statement and any amendments and supplements thereto before the Preliminary Statement and the Proxy Statement, and any amendments or supplements thereto, are filed with the SEC or mailed to the Shareholders. Each of the Company and Parent will provide to the other copies of all correspondence between it (or its advisors) and the SEC relating to the Preliminary Statement and the Proxy Statement. (e) Parent will vote, or cause to be voted, all of the Shares then owned acquired by itParent, the Purchaser Acquisition or any other Subsidiary of its other subsidiaries Parent in favor of the approval of the Merger and the adoption approval of this Agreement. (f) Notwithstanding the provisions of Sections 3.4 (a) and (b), in the event that Parent, Acquisition and any other Subsidiaries of Parent shall acquire in the aggregate at least 80% of the outstanding shares of each class of capital stock of the Company pursuant to the Offer or otherwise, the parties hereto shall, subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of Shareholders of the Company, in accordance with Section 607.0704 of the FBCA.

Shareholders Meeting. (a) If required by the Company's Restated Certificate articles of Incorporation incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Board, shall, in accordance with applicable lawlaw and upon Parent's request: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) subsequent to the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselcounsel (as provided in Section 1.02(a)), include in the Proxy Statement the recommendation of the Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries affiliates that it controls in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. 6.1.1 If the Company Shareholder Approval (aas hereinafter defined) If is required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Mergerlaw, the CompanyCompany will, acting through its at Parent's request, subject to the fiduciary duties of the Board of Directors, shall, in accordance with Directors of the Company under applicable law: (i) , as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") for the purpose of approving and adopting this Agreement and the Transactions (the "Company Shareholder Approval"). Notwithstanding the foregoing, if Merger Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Shareholders Meeting in accordance with Section 60.491 of the OBCA. 6.1.2 If the Company Shareholder Approval is required by law, the Company will, at Parent's request, as soon as practicable following the acceptance for payment expiration of the Offer, prepare and payment for Shares file a preliminary Proxy Statement with the Commission and will use its best efforts to respond to any comments of the Commission and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the Commission. The Company will notify Parent promptly of the receipt of any comments from the Commission and of any request by the Purchaser Commission for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Proxy Statement or file it with the Commission, or any amendment or supplement thereto, to which Parent reasonably objects after being afforded a reasonable opportunity to review the same. 6.1.3 Parent agrees to cause all Shares purchased pursuant to the Offer for the purpose and all other Shares owned by Parent or any Subsidiary of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled Parent to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote voted in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itShareholder Approval. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its the Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “Shareholders Meeting") ”), to be held as soon as practicable following after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer date hereof, for the purpose of considering obtaining the Company Shareholder Approval and taking action upon the Company shall not adjourn or postpone the Shareholders Meeting if there are sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholders Meeting and the Company believes such shares will be voted in number sufficient to approve and adopt this AgreementAgreement and the Merger (the Company’s obligation to call, whether give notice of and hold the Shareholders Meeting in accordance with this Section 6.3 shall not be limited or not otherwise affected by the commencement, disclosure, announcement or submission of any Superior Competing Transaction or other Competing Transaction, or by any withdrawal or modification of the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itRecommendation); (ii) include in the Proxy Statement the Board Recommendation; (iii) use all commercially reasonable efforts to prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting Proxy Statement as soon as reasonably practicable following the Purchaser date hereof; provided that prior to cast at least a majority the filing of the votes entitled Proxy Statement, the Company shall consult with Parent with respect to be cast by all holders of Shares on a fully diluted basis, information statement relating such filings and shall afford Parent reasonable opportunity to the Merger and this Agreement and use its reasonable best efforts comment thereon; (xiv) to obtain and furnish the information required to be included by the SEC it in the Registration Statement (as hereinafter defined) and, after consultation with ParentParent and Newco and affording them the opportunity to comment thereon, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement Proxy Statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders and shareholders at the earliest practicable time following the date hereof, and (yv) use its reasonable best efforts to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itShareholder Approval. (b) Parent agrees that it will voteshall promptly prepare, or cause with the cooperation and assistance of (and after review by) the Company and its counsel and accountant, and file with the SEC a registration statement (the “Registration Statement”) for the purpose of registering under the Securities Act the shares of Parent Common Stock to be voted, all issued to stockholders of the Shares then owned Company under the provisions of this Agreement. Parent shall provide a draft of the Registration Statement of the Company and its counsel for comment and review at least ten (10) business days in advance of the anticipated filing date. (c) Except as may be required by itLaw, no amendment or supplement to the Purchaser Proxy Statement or any of its other subsidiaries in favor of the Registration Statement will be made by Parent or the Company without the approval of the Merger other party, which will not be unreasonably withheld or delayed. Parent and the adoption Company each will advise the other, promptly after it receives notice thereof, of this Agreementthe time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon or requests for additional information by the SEC. (d) Parent shall promptly prepare and submit to the Exchange a listing application covering the shares of Parent Common Stock issuable in the Merger, and shall use commercially reasonable efforts to obtain, prior to the Effective Time of the Merger, approval for the listing of such Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing.

Shareholders Meeting. (a) If required by a vote of the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Mergershareholders is required by law, the CompanyCompany will, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser Acquisition pursuant to the Offer for Offer, take, in accordance with applicable law and its Certificate of Incorporation and Bylaws, all action necessary to convene a meeting of holders of Shares (the purpose "Shareholders Meeting") to consider and vote upon the approval of considering and taking action upon this Agreement. In connection with such shareholders meeting, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) will prepare and file with the SEC a preliminary proxy statement or, if for the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least solicitation of a majority vote of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to approving the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel), which shall include in the Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor referred to in Section 1.2(a) that the cash consideration to be received by the shareholders of the Company pursuant to the Merger is fair to such shareholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the shareholders of the Company. The Company shall also use its best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the adoption other transactions contemplated by this Agreement and will pay all expenses incidental thereto. Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment Parent shall acquire at least ninety percent (90%) of the recommendation issued and outstanding shares of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares Common Stock pursuant to the Offer, this Agreement the parties shall be submitted take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Shareholders for approval and adoption at Meeting in accordance with the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itDGCL. (b) Parent agrees that it will voteand Acquisition agree to cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Acquisition or cause any subsidiary of Parent to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries voted in favor of the approval of the Merger and the adoption of this AgreementMerger.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company board, shall, shall take all actions in accordance with applicable law: (i) law and the Company’s certificate of incorporation and bylaws to promptly and duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer Company Meeting for the purpose of considering and taking action voting upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable Voting Proposal. Subject to Section 6.04, (i) the Company board shall recommend approval of the Company Voting Proposal by the shareholders of the Company and recommends that Shareholders reject it; include such recommendation in the Proxy Statement, (ii) prepare and file with the SEC Company board shall not withhold, withdraw or modify in a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser manner adverse to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, or publicly propose or resolve to respond promptly withhold, withdraw or modify in a manner adverse to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counselParent, include in the Statement the recommendation of the Board of Directors of Company board that the Company that Shareholders Company’s shareholders vote in favor of the approval of Company Voting Proposal, and (iii) the Merger Company shall take all action that is both reasonable and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors lawful to solicit from its shareholders proxies in favor of the Company made at Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company Board Meetingrequired by the DGCL, the Company’s certificate of incorporation and bylaws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company agrees that if may adjourn or postpone the Purchaser purchases Company Meeting, if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company Shares pursuant represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting. Furthermore, the Company may, with the prior written approval of Parent, adjourn or postpone the Company Meeting to the Offer, this Agreement shall be submitted extent necessary to ensure that any required supplement or amendment to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent Proxy Statement is provided to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itCompany’s shareholders. (b) Parent agrees that it will votePrior to the termination of this Agreement in accordance with Section 9.01, or cause to be voted, all (i) nothing contained in this Agreement shall limit in any way the obligation of the Shares then owned by it, Company to convene and hold the Purchaser or any Company Meeting in accordance with Section 6.06(a) of this Agreement and (ii) the Company shall not submit to the vote of its shareholders any Acquisition Proposal other subsidiaries in favor of than the approval of the Merger and the adoption of transactions contemplated by this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) law and its articles of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Shareholders Meeting") as soon as reasonably practicable following the acceptance for payment of and payment for Shares clearance by the Purchaser pursuant to SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, whether or not the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board shall (i) recommend to the shareholders of Directors determines at any time subsequent to the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board Meeting that the shareholders of the Company vote in favor of the approval and adoption of this Agreement, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board, after consultation with outside legal counsel, determines in good faith that failing to take such action could reasonably result in the breach of its fiduciary duties to the Company's shareholders under applicable law. (b) As soon as reasonably practicable following the execution of this Agreement is no longer advisable and recommends that in connection with the Shareholders reject it; Meeting, the Company shall (iii) promptly prepare and file with the SEC a preliminary proxy statement orSEC, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its commercially reasonable best efforts (x) to obtain and furnish the information required to be included have cleared by the SEC and thereafter mail to its shareholders as promptly as reasonably practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Merger Sub and Parent of the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to receipt of any comments made by of the SEC with respect to the preliminary proxy Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information statement and cause a definitive proxy shall promptly provide to Merger Sub and Parent copies of all correspondence between the Company or information statement any representative of the Company and the SEC, (iii) give Merger Sub and Parent and their counsel the "Statement") opportunity to be mailed review the Proxy Statement prior to its Shareholders being filed with the SEC and shall give Merger Sub and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (yiv) subject to Section 5.02(a), use its commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the Merger and this Agreement by (v) use its Shareholders; andcommercially reasonable efforts otherwise to comply with all legal requirements applicable to the Shareholders Meeting. (iiic) subject Notwithstanding anything to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include contrary contained in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if may adjourn or postpone the Purchaser purchases Shares pursuant Shareholders Meeting to the Offer, this Agreement shall be submitted extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company's shareholders, or, if as of the time for which the Shareholders for approval and adoption Meeting is originally scheduled there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itMeeting. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required Subject to Article IX hereof, if this Agreement has not earlier been terminated pursuant to Section 10.1 hereof and the Merger has not been or will not be consummated pursuant to Section 3.7 hereof, then upon (x) the acceptance for payment of shares of Company Common Stock by Merger Subsidiary pursuant to the Company's Restated Certificate Offer or (y) the expiration of Incorporation and/or applicable law in order to consummate the MergerOffer without Merger Subsidiary purchasing any shares of Company Common Stock thereunder, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) in accordance with the Company Charter and Company Bylaws and in accordance with applicable Law, duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer shareholders for the purpose of considering and taking action upon this Agreement, whether or not the Board Plan of Directors determines at any time subsequent to Merger (the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it“Special Meeting”) as soon as practicable following the date hereof; (ii) prepare and file with the SEC United States Securities and Exchange Commission (the “SEC”), as promptly as practicable, (but giving Parent and Merger Subsidiary and their counsel an opportunity to review and comment thereon prior to the filing thereof with the SEC), a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and Merger, this Agreement and the Plan of Merger and use its commercially reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to Parent (and providing Parent and Merger Subsidiary and their counsel a copy of) any comments made by the SEC with respect to the preliminary proxy or information statement and, as soon as practicable thereafter (but giving Parent and Merger Subsidiary and their counsel an opportunity to review and comment thereon prior to the mailing thereof), to cause a definitive proxy or information statement (the "“Proxy Statement"”) to be mailed to its Shareholders shareholders and (yB) to obtain the necessary approvals approval of the Plan of Merger and this Agreement by its Shareholdersshareholders as soon as practicable; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement (A) the recommendation of the Board of Directors that the shareholders of the Company that Shareholders vote in favor of the approval of the Merger Plan of Merger, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with Section 8.6, and (B) the adoption opinion of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of The Blackstone Group (the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it“Financial Advisor”) described in Section 5.19. (b) Parent agrees that it shall, as soon as practicable after the date hereof, provide the Company with the information concerning Parent and Merger Subsidiary required to be included in the Proxy Statement in the event the Proxy Statement will be required pursuant to Section 3.8(a). At any Special Meeting, Parent shall vote, or cause to be voted, all of the Shares shares of Company Common Stock (if any) then owned by it, the Purchaser Merger Subsidiary or any of its other subsidiaries Affiliates in favor of the approval of the Merger and the adoption Plan of this AgreementMerger.

Shareholders Meeting. (a) If required by The Company shall take all action necessary, in accordance with and subject to the Company's Restated Certificate California Code and its Articles of Incorporation and/or applicable law in order and Bylaws, to consummate convene a meeting of its shareholders (the "Shareholders Meeting") as soon as reasonably practicable after the date of this Agreement to consider and vote upon the adoption and approval of this Agreement and the Merger. Subject to the next sentence, the Company, acting through its Board of Directors, shallshall recommend to its shareholders approval of the foregoing matters and such recommendation shall be included in the Proxy Statement. The Board of Directors of the Company may fail to make such recommendation, in accordance with applicable law: or withdraw, modify or change such recommendation, if and only if (i) duly callan Acquisition Proposal (as defined below) which constitutes a Superior Proposal (as defined below) is made to the Company and is not withdrawn, give notice of, convene and hold a special meeting (ii) neither the Company nor any of its Shareholders representatives shall have violated any of the restrictions set forth in Section 4.6, (the "Special Meeting"iii) as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Acquisition Proposal, the failure to make or withdrawal, modification or change of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Board Meeting that Company's shareholders under California law, and (iv) such failure, withdrawal, modification or change occurs or is made prior to the Shareholders Meeting. Nothing in this Agreement is no longer advisable Section 4.2 shall limit the Company's obligation to hold and recommends that convene the Shareholders reject it; (ii) prepare and file with Meeting. For the SEC purposes of this Section 4.2, a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least "Superior Proposal" means a bona fide Acquisition Proposal which a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations disinterested members of the Board of Directors of the Company under applicable law as advised by outside counseldetermines in their reasonable good faith judgment to be more favorable to the Company's shareholders than the Merger (after receiving the written opinion, include in the Statement the recommendation with only customary qualifications, of the Board of Directors Company's independent financial advisor that the financial value of the Company that Shareholders vote consideration provided for in favor of such Acquisition Proposal exceeds the approval financial value of the Merger Consideration) and the adoption of this Agreement; providedfor which financing, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offerextent required, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itthen committed by a third party. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If CS Holdings will submit to its shareholders this Agreement and all other matters required to be approved or adopted by the Company's Restated Certificate of Incorporation and/or applicable law shareholders in order to consummate carry out the Mergerintentions of this Agreement. In furtherance of that obligation, the Company, acting through its Board of Directors, shallCS Holdings will take, in accordance with applicable law: (i) duly law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special “CS Holdings Shareholders Meeting"”) as soon promptly as practicable practicable, but in no event later than seventy-five (75) days following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon voting on approval and adoption of this Agreement and the transactions provided for in this Agreement; provided however, whether that the CS Holdings Shareholders Meeting shall be held no later than May 31, 2015. CS Holdings agrees that its obligations pursuant to this Section 5.13 shall not be affected by the commencement, public proposal, public disclosure or not the Board communication to CS Holdings of Directors determines at any time subsequent Acquisition Proposal or by any Change of Recommendation (as defined below). Subject to the Company Board Meeting that Section 5.12(e), CS Holdings shall: (i) through CS Holdings’ board of directors, recommend to its shareholders approval and adoption of this Agreement is no longer advisable and recommends that Shareholders reject it; (the “CS Holdings Recommendation”); (ii) prepare and file with include such recommendation in the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment such CS Holdings Shareholders Meeting and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and (iii) use its commercially reasonable best efforts (x) to obtain from the CS Holdings Shareholders a vote approving and furnish adopting this Agreement. For the information purposes of holding the CS Holdings Shareholders Meeting, CS Holdings shall draft and prepare a proxy statement satisfying all applicable requirements of applicable laws (the “Proxy Statement”) and cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be included by stated therein or necessary to make the SEC statements therein, in light of the circumstances under which they are made, not misleading. CS Holdings shall provide Sunshine Bancorp with appropriate opportunity to review and comment on its Proxy Statement (as hereinafter definednot less than thirty (30) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect days prior to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals mailing of the Merger and this Agreement by its Shareholders; and Proxy Statement to CS Holdings shareholders or fifteen (iii15) subject days prior to the fiduciary obligations filing of any applications with a Regulatory Authority which requires inclusion of the Board of Directors of the Company under applicable law as advised by outside counselProxy Statement), include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itincorporate all appropriate comments thereto. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, The Company shall, in accordance with applicable law: (i) Law, the Company’s Organizational Documents and the rules of The Nasdaq Global Market promptly and duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer Company Shareholders Meeting for the purpose of considering and taking action voting upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this AgreementVoting Proposal; provided, however, the Company shall not be required to mail the definitive Proxy Statement to the Company’s shareholders prior to the No-Shop Period Start Date. Subject to Section 6.4(c), (i) the Company Board shall make the Company Recommendation and include such Company Recommendation in the Proxy Statement, (ii) the Company Board shall not withhold, withdraw or modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the Company Recommendation, and (iii) the Company shall take all action that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors is both reasonable and lawful to solicit from its shareholders proxies in favor of the Company made at Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company Board Meetingrequired by the rules of The Nasdaq Global Market or the CCC to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, with the mutual agreement of Parent may adjourn or postpone the Company agrees that if the Purchaser purchases Shares pursuant Shareholders Meeting to the Offer, this Agreement shall be submitted extent necessary to ensure that any required supplement or amendment to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent Proxy Statement is provided to the Company’s shareholders or, if as of the time for which the Company Board Shareholders Meeting that this Agreement is no longer advisable and recommends that originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders reject itMeeting. (b) Parent agrees that it will votePrior to the termination of this Agreement in accordance with Section 8.1, or cause to be voted, all (i) nothing contained in this Agreement shall limit in any way the obligation of the Shares then owned by it, Company to convene and hold the Purchaser or any of its other subsidiaries Company Shareholders Meeting in favor of the approval of the Merger and the adoption accordance with Section 6.9(a) of this Agreement, and (ii) the Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the transactions contemplated by this Agreement.

Shareholders Meeting. (a) If required by As soon as reasonably practicable following the Company's Restated Certificate date of Incorporation and/or applicable law in order to consummate the Mergerthis Agreement, the Company, acting through its Board of Directors, shall, in accordance with applicable law: shall (ia) take all action necessary to duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer shareholders for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that approving this Agreement is no longer advisable and recommends that (the “Shareholders reject it; Meeting”), (iib) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC include in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of that the Board of Directors of the Company under applicable law as advised by outside counsel(i) has determined that the Merger is fair to, include and in the Statement best interests of, the Company and the shareholders of the Company, and declared advisable this Agreement and the transactions contemplated by this Agreement (including the Merger), (ii) has adopted this Agreement in accordance with the FBCA and (iii) recommends the approval of this Agreement by the shareholders of the Company and to submit this Agreement for approval by the shareholders of the Company (such recommendation described in this clause (iii), the “Recommendation”) (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1) and, subject to the consent of each Financial Advisor, as applicable, the written opinion of each Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (c) use its reasonable best efforts to obtain the Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1). The Company will use reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and will take all other action reasonably necessary or advisable to secure the Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1). The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub. Neither the Board of Directors of the Company nor any committee thereof shall, directly or indirectly, withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Recommendation (any such action being referred to as a “Change of Recommendation”); it being understood that Shareholders vote in favor any “stop, look and listen” or similar communication of the approval type contemplated by Rule 14d-9(f) of the Merger and the adoption Exchange Act shall not be deemed to be a Change of this AgreementRecommendation); provided, howeverthat at any time prior to obtaining the Company Requisite Vote, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that may effect a Change of Recommendation if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not (i) the Board of Directors determines at any time subsequent shall have determined in good faith, after consultation with outside counsel to the Company, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law and (ii) the Company Board Meeting that has provided Parent with at least three business days’ prior written notice of such Change of Recommendation. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will voteterminated in accordance with Section 8.1, or cause to be voted, all the obligation of the Shares then owned by itCompany to call, give notice of, convene and hold the Purchaser or any of its other subsidiaries in favor of Shareholders Meeting as promptly as practicable after the approval of the Merger and the adoption date of this AgreementAgreement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by a Change of Recommendation.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders shareholders (the "Special Company Shareholders Meeting") as soon promptly as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC Securities and Exchange Commission (the "SEC") a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, or information statement relating to the Merger and this Agreement and use its reasonable best efforts (xa) to obtain and furnish the information required to be included by the SEC in the Statement (as Proxy Statement(as hereinafter defined) and, after consultation with ParentACIA, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its Shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with ACIA and its counsel and (yb) to obtain the necessary approvals of the Merger and this Agreement by its Shareholdersshareholders; and (iii) subject to the fiduciary obligations of the Company Board of Directors of the Company under applicable law Applicable Law as advised by outside counselindependent counsel and subject to the provisions of Section 4.2(b), include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will ACIA shall vote, or cause to be voted, all of the Shares then owned owned, if any, by it, the Purchaser or any of its other subsidiaries it in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the The Company, acting through its Board of Directorsthe Company Board, shall, in accordance with applicable law: (i) duly Duly call, give notice of, convene and hold a special meeting of its the Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment execution of and payment for Shares by the Purchaser pursuant to the Offer this Agreement for the purpose of considering and taking action upon this Agreement, whether or not Agreement and the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it;Transactions; and (ii) Together with Parent and MergerCo prepare and file with the SEC a preliminary proxy registration statement or, if (the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement "Registration Statement") relating to the Merger Parent Common and Notes to be issued in connection with this Agreement and the Transactions, including the proxy statement/prospectus to be included as part thereof (the "Proxy Statement"), and use its reasonable best efforts to (x1) to obtain and furnish the information required to be included by the SEC in the Registration Statement (as hereinafter defined) and, after consultation with ParentParent and MergerCo, to respond assist Parent and MergerCo in responding promptly to any comments made by the SEC with respect to the preliminary proxy or information statement Registration Statement and cause a definitive proxy or information statement (the "Statement") Proxy Statement to be mailed to its Shareholders and the Shareholders; (y2) to obtain the necessary approvals approval of the Merger and this Agreement and the Transactions by its the Shareholders; and and (iii3) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company that Shareholders vote in favor of the approval of the Merger this Agreement and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject itTransaction. (b) The Company shall furnish all information about itself, its business and operations and its owners and all financial information to Parent agrees that it will voteand MergerCo as may be reasonably necessary in connection with the preparation of the Registration Statement. Parent and MergerCo shall give the Company and its counsel the opportunity to review, prior to their being filed with, or sent to the SEC, (i) the Registration Statement and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments. Each of the Company, on the one hand, and Parent and MergerCo, on the other hand, agrees to correct promptly any information provided by it for use in the Registration Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all necessary steps to cause the Proxy Statement as so corrected to be voted, all disseminated to the Shareholders to the extent required by applicable Securities Laws. Parent and MergerCo shall notify the Company of the Shares then owned receipt of any comments of the SEC with respect to the Registration Statement. (c) None of the information supplied by itthe Company specifically for inclusion or incorporation by reference in (i) the Registration Statement, or (ii) the Purchaser Other Filings (as hereinafter defined) will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement, as of the date it or any amendment or supplement thereto is mailed to shareholders and at the time of its other subsidiaries any meeting of shareholders to be held in favor connection with the Merger, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the approval circumstances under which they are made, not misleading. The Registration Statement, insofar as it relates to the Company or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements of the Merger Exchange Act and the adoption rules and regulations promulgated thereunder. The Company makes no representation, warranty or covenant with respect to information concerning MergerCo or Parent or their affiliates included in the Registration Statement or information supplied by MergerCo or Parent or their affiliates for inclusion in the Registration Statement. (d) None of this Agreementthe information supplied by MergerCo or Parent or their affiliates specifically for inclusion or incorporation by reference in (i) the Registration Statement, or (ii) the Other Filings, will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement, as of the date it or any amendment or supplement thereto is mailed to shareholders and at the time of any meeting of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, insofar as it relates to MergerCo or Parent or their affiliates or other information supplied by MergerCo or Parent or their affiliates for inclusion therein, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. MergerCo and Parent make no representations, warranties or covenants with respect to information concerning the Company included in the Registration Statement or information supplied by the Company for inclusion in the Registration Statement.

Shareholders Meeting. (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, The Company shall take all action necessary in accordance with applicable law: (i) duly call, give notice of, law and its Restated Articles of Incorporation and By-laws to call and convene and hold a special meeting of its Shareholders stockholders (the "Special Meeting") as soon as practicable following to consider and vote upon the acceptance for payment approval of and payment for Shares by the Purchaser pursuant this Agreement. The Company, through its Board of Directors, (i) shall recommend to the Offer for the purpose its shareholders approval of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser which recommendation shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC contained in the Statement (as hereinafter defined) andProxy Statement; PROVIDED, after consultation with ParentHOWEVER, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of that the Board of Directors of the Company under applicable law as advised by outside counsel, include in may fail to make its recommendation to the Statement the recommendation shareholders of the Company or may withdraw, modify or change its recommendation to the shareholders of the Company, in response to an unsolicited bona fide, written proposal from a corporation, partnership, person, or other entity or group regarding a Superior Proposal (as hereinafter defined in Section 6.05), but only if the Company's Board of Directors determines in good faith by a majority vote that withdrawing, modifying or changing its recommendation is reasonably likely to lead to an Acquisition Transaction (as hereinafter defined in Section 6.05) that is more favorable to the shareholders of the Company than the Merger and that failing to take such action could reasonable be expected to constitute a breach of such Board's fiduciary duties, having received prior to such determination (x) advice of outside legal counsel of the Company that Shareholders vote in favor failing to take such action could reasonably be expected to constitute a breach of the approval fiduciary duties of such Board of Directors, and (y) the advice of a financial advisor of nationally recognized reputation that the Superior Proposal could reasonably be expected to provide greater value to the Company and its shareholders than the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant (ii) shall use all commercially reasonable efforts to the Offer, this Agreement shall be submitted to the Shareholders for solicit from its shareholders proxies regarding approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.