Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable 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 (the “Shareholders Meeting”) as soon as practicable following the clearance by the SEC of the 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 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 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Merger.

Shareholders Meeting. (a) The CompanyAs promptly as practicable following (and in any event within ten (10) business days of) the date hereof, acting through the Company Boardshall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, shall, in accordance with applicable 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 (the “Shareholders MeetingProxy Statement”) as soon relating to the Merger and this Agreement. As promptly as practicable following the clearance 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 SEC commencement of the Offer, the Company shall file the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by with the SEC) for ; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the purpose of considering Proxy Statement before it is filed with the SEC and voting upon the approval Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and adoption of this Agreementtheir counsel with the intention, to the Merger extent practicable, that the Proxy Statement be in a form ready to print 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 mail to the shareholders of the Company immediately following the approval acceptance for payment and adoption purchase of this Agreement and Shares by Purchaser pursuant to the MergerOffer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, (ii) the Company shall include in the Proxy Statement such favorable the recommendation of the Company Board of Directors 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 Merger and (iv) this Agreement; provided, that if such recommendation is not withdraw or modify such favorable recommendationincluded therein, in each case, unless the Company Board based upon the recommendation of Directors shall, in accordance with Section 14-2-1103 of the Special CommitteeGBCC, 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 independent outside legal counselPurchaser, determines in good faith 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 failing to take such action is necessary for the Company Board or its counsel may receive from time to comply time from the SEC or its staff with its fiduciary duties respect to the Proxy Statement promptly after the Company’s shareholders under applicable lawreceipt of such comments, and any written or oral responses thereto. Notwithstanding anything 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 contrary hereinextent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Parent shall have the option (in its sole discretion) Company further agrees to take all steps necessary to cause the Company Board Proxy Statement, as so corrected (if applicable), to submit this Agreement 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 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 extent 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Mergerapplicable federal securities laws.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Initial Shareholders Meeting”) ), as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five (45) Business Days after such clearance by the SEC) November 30, 2010, for the purpose holders of considering and voting upon the approval and adoption of this AgreementCommon Stock, the Merger Series B Preferred Shares and 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 purposes of Rule 5635 of the NASDAQ Stock Market Rules (such other matters as may be necessary to effectuate approvals of the TransactionsShareholder Proposals, “Shareholder Approval”). The Company Board, based upon the recommendation Board of the Special Committee, Directors 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 that such shareholders approve the contrary hereinShareholder Proposals (the “Board Recommendation”), the Parent and shall have the option (in its sole discretion) to cause the Company not modify or withdraw such 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 recommendationRecommendation. In connection with the Initial Shareholders Meeting, the Company shall promptly prepare (and the Purchasers will reasonably cooperate with the Company to prepare) and file (but in no event more than thirty (30) days following the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any such submission comments of this Agreement 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 shareholdersshareholders not more than ten (10) calendar days after clearance thereof by the Commission, the Company and shall use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of the Merger and Shareholder Approval, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approval. The Company shall take all other action necessary or advisable to secure notify the vote or consent Purchasers promptly of the shareholders 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, 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 the Initial Shareholders Meeting there shall occur any event that is required by to be set forth in an amendment or supplement to 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 foregoingproxy statement, if the Parent notifies the Company Board that the Company Board must submit this Agreement shall as promptly as practicable prepare and mail to the Company’s its shareholders for approval such an amendment or supplement. In addition, each Purchaser and adoption, (A) 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 obligation shareholders an amendment or supplement to duly call, give notice of, convene and hold a meeting of correct such information to the holders of Common Shares, as extent required by this Section 5.2applicable laws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, shall not be affected by the withdrawal, or any amendment or modification 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 shall be deemed to have consented to and approved the use 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Mergerdocuments).

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Original Signing Date, but in no event later than forty-five October 31, 2011, to vote on proposals (45the “Shareholder Proposals”) Business Days after such clearance by the SEC) 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 approve (i) recommend to the shareholders issuance of Common Stock and conversion of the Company Non-Voting Common Stock for purposes of Rule 5635 of the approval and adoption of this Agreement and the MergerNASDAQ Stock Market Rules, (ii) include authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants and (iii) an increase in the Proxy Statement number of authorized shares of Common Stock to allow for the issuance of the Securities (such favorable recommendation approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary duties under North Carolina law, the Board of Directors of the Company Board shall recommend to the Company’s shareholders that the such shareholders of the Company vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than thirty (30) days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff with respect to the preliminary proxy statement and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawno later than September 16, 2011, 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. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option Commission or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, non-public information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approval is not obtained at such shareholder meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger shareholder meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (ai) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, shall duly call, establish a record date for, 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 (i) fifty (50) days following the Proxy Date and (ii) the expiration of any grace period granted by the Nasdaq Listings Qualifications Panel (the “Shareholders MeetingLatest Meeting Date”) as soon as practicable following the clearance by the SEC of the 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 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 Boardshall be permitted to postpone or adjourn the Shareholders’ Meeting (but not beyond the Latest Meeting Date), based upon if such postponement is required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure (x) which the 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 disseminated and reviewed by the holders of Common Stock prior to the Shareholders’ Meeting. Buyer agrees to vote its shares in accordance with the recommendation of the Special CommitteeCompany’s Board of Directors. The Company shall take all necessary actions in connection with the calling and holding of such Shareholders’ Meeting, including with respect to the preparation, filing and mailing of proxy materials in accordance with the Exchange Act, with respect to which the Buyer shall (ihave the rights of approval and review set forth in Sections 4(p)-(q) recommend to hereof. Provided that the shareholders approve the Reverse Split at the Shareholders’ Meeting, then immediately following the adoption by 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 Amendment at the shareholders of Shareholders’ Meeting (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“Reverse Split Date”), the Company shall solicit from the shareholders of the Company proxies in favor of the Merger and shall issue take all other action corporate actions necessary or advisable to secure effectuate the vote or consent Reverse Split, including the filing of the shareholders of the Company required by the DGCL and an Amendment to the Company’s Certificate of Incorporation and Bylaws all documents necessary to authorize and adopt this Agreement and maintain compliance with the Merger. Without limiting the generality listing standards 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the MergerPrincipal Market.

Shareholders Meeting. (a) The CompanyPursuant to the Merger Agreement, acting through the Company Boardwill, shall, if required by applicable law in accordance with applicable Law and its Certificate of Incorporation and bylawsorder to consummate the Merger, duly call, establish a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders "Special Meeting”") as soon as practicable following the clearance acceptance for payment and purchase of Shares by the SEC of Purchaser pursuant to the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) Offer for the purpose of considering and voting taking action upon the approval of the Merger Agreement. The Merger Agreement provides that the Company will, if required by applicable law in order to consummate the Merger, prepare and adoption of this Agreement, file with the SEC a preliminary proxy or information statement relating to the Merger and such the Merger Agreement and use its reasonable efforts (i) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as defined herein) and, after consultation with the 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 (ii) to obtain the necessary approvals of the Merger and the Merger Agreement by its shareholders. If the Purchaser acquires at least two-thirds of the outstanding Shares, the Purchaser will have sufficient voting power to approve the Merger, even if no other matters as may be necessary to effectuate shareholder votes in favor of the TransactionsMerger. The Company Boardhas agreed, based upon the recommendation of the Special Committee, shall (i) recommend subject to the shareholders fiduciary obligations of the Company the approval and adoption of this Agreement and the MergerBoard under applicable law as advised by independent counsel, (ii) to include in the Proxy Statement such favorable the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement the Merger Agreement. The Parent has agreed 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 and affiliates in favor of the approval of the Merger and the Mergeradoption of the Merger Agreement. The Merger Agreement provides that in the event that the Parent, (iii) the Purchaser or any other subsidiary of the Parent acquires at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, the Parent, the Purchaser and the Company will, at the request of the Parent and subject to the terms of the Merger Agreement, take all lawful actions to solicit such approval from the shareholders of the Company necessary 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 appropriate 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 Merger to submit this Agreement to the become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, whether or not the Company at any time changes, withdraws or modifies such favorable recommendation. In connection in accordance with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders Section 905 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the MergerNYBCL.

Shareholders Meeting. (a) The CompanyManagement and Supervisory Boards of Royal Numico will, acting through the Company Board, shall, in accordance with applicable 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 (the “Shareholders Meeting”) as soon promptly as practicable following the clearance by the SEC of the 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 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 Mergerdate hereof, (iia) 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, and convene one or more meetings of its shareholders for the purpose of approving the terms of this Agreement and hold a meeting the transactions contemplated hereby (individually and collectively, the "Shareholders Meeting") which Shareholder Meeting shall be held no later than twenty-five (25) days after the date hereof (the "Shareholder Determination Date"), and (b) (i) include in its explanatory notes to the agenda of the holders Shareholders Meeting the unanimous recommendation of Common Sharesthe Management Board and the Supervisory Board that the shareholders of Royal Numico vote in favor of the approval of the terms of this Agreement and the transactions contemplated hereby and (ii) each of the Management Board and Supervisory Board of Royal Numico shall use its reasonable best efforts to obtain the necessary approval of the terms of this Agreement and the transactions contemplated hereby by its shareholders. Neither the Management Board or the Supervisory Board shall withdraw, as amend or modify in a manner adverse to Purchaser its recommendation referred to in clause (b)(i) of the preceding sentence (or announce publicly or communicate in any manner to its shareholders its intention to do so). Notwithstanding any provision in this Agreement to the contrary, Royal Numico and its Management Board and Supervisory Board shall have the right to (A) publicly disclose the existence and terms of a Superior Proposal to the extent required by this Section 5.2applicable law or corporate governance principles, 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 inform Royal Numico's shareholders of a Superior Proposal at or communication prior to the Company Stockholder's Meeting if the failure to take such action would, in the good faith judgment of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Management Board or the Special Committee from informing shareholders that it no longer believes that Supervisory Board of Royal Numico, taking into consideration the Merger is advisable and no longer recommends approval advice of corporate counsel of Royal Numico, violate the fiduciary duties of the Merger.Management Board or the Supervisory Board of Royal Numico to Royal Numico's shareholders under applicable law. If the Requisite Shareholder Approval is not obtained by the Shareholder

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold shall call a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five May 31, 2013, to vote on a proposal (45the “Shareholder Proposal”) Business Days after to approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such clearance by approval of the SEC) for the purpose of considering and voting upon the approval and adoption of this AgreementShareholder Proposal, the Merger and such other matters as may be necessary to effectuate the Transactions“Shareholder Approval”). The Company Board, based upon the recommendation Board of Directors of the Special Committee, Company shall (i) unanimously recommend to the Company’s shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement that 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 MergerShareholder Proposal. In addition, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify members of the Board of Directors, plus one Director Emeritus, have agreed to vote their shares in favor of the Shareholder Proposal. In connection with such favorable recommendationmeeting, in each case, unless the Company Board based upon shall promptly prepare and file (but in no event more than thirty (30) business days after the recommendation Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing Commission or its staff and to take cause a definitive proxy statement related to such action is necessary for the Company Board shareholders’ meeting to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot 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. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option SEC or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from 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 special shareholders of meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent three-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing special shareholders that it no longer believes that the Merger meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold shall call a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, to be held as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five 75 days after the Closing, to vote on proposals (45the “Shareholder Proposals”) Business Days after such clearance by the SEC) 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 approve the shareholders issuance of the Company Underlying Shares upon conversion of the approval Preferred Shares into Common Stock, the issuance of the Common Stock and adoption Non-Voting Common Stock upon the exchange of this Agreement the Series T Preferred Stock and Series T-ACB Preferred Stock in the TARP Exchange and the Mergerissuance of the Common Stock upon conversion of the Non-Voting Common Stock issued in the TARP Exchange for purposes of NASDAQ Listing Rule 5635, (ii) include amend the Articles of Incorporation to authorize the class of Non-Voting Common Stock in accordance with the Proxy Statement Common Stock Articles of Amendment, and (iii) if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such favorable recommendation 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 Board shall recommend to the Company’s shareholders that the such shareholders of the Company vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than 15 Business Days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. 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 If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approvals are not obtained at such special shareholders’ meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger special shareholders’ meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shallwill take, in accordance with applicable Law Law, the rules and policies of NASDAQ and its Certificate articles of Incorporation incorporation and bylawsby-laws , duly call, establish a record date for, give notice of, all reasonable action necessary to convene and hold a special meeting of its shareholders holders of Class A Shares and Class B Shares (the “Shareholders Meeting”, provided, that the Shareholders Meeting may consist of separate meetings of the holders of Class A Shares and the holders of Class B Shares held on the same date) as soon promptly as practicable following after the clearance by the SEC execution of the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) for the purpose of considering this Agreement to consider and voting vote upon the approval of this Agreement. Unless the Company Board has made a Change of Recommendation as specifically permitted by Section 6.2(e) hereof, the Company Board shall recommend and adoption continue to recommend such approval and shall take all lawful action to solicit from its shareholders proxies and votes in favor of approval of this Agreement, the Merger and such other matters as may be necessary use commercially reasonable efforts 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 other actions necessary or advisable to solicit such approval from secure the shareholders of the Requisite 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 lawVote. Notwithstanding anything to the contrary herein, the Parent shall have the option (contained 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 shareholdersAgreement, the Company shall solicit from may postpone or adjourn the shareholders of Shareholders Meeting solely (a) with the Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or written consent of Parent, (b) in the shareholders absence of a quorum, (c) to allow the Company required by minimum amount of additional time reasonably practicable for the DGCL and filing or mailing of any supplement or amendment to 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 Proxy Statement that the Company Board must submit this Agreement has determined in good faith (after consultation with outside counsel) is necessary under applicable Law and for such supplement or amendment to be disseminated and reviewed by the Company’s shareholders for approval and adoptionprior to the Shareholders Meeting, (Ad) for a single period not to exceed ten (10) business days, to solicit additional proxies for the adoption of this Agreement if necessary to obtain the Requisite Company Vote or (e) without limiting clause (c), for a single period not to exceed five (5) business days, if the Company agrees has provided notice to Parent and Merger Sub that its obligation it intends to duly calltake action pursuant to Section 8.3(a). The Company shall promptly advise Parent, give notice of, convene and hold a meeting at such times as Parent may reasonably request as to the aggregate tally of the holders of Common Shares, as required by this Section 5.2, shall not be affected proxies received by the withdrawal, amendment or modification Company in respect 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Mergerthis Agreement.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable 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 (the “Shareholders Meeting”) as soon as practicable following the clearance by the SEC of the 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 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 Subject to the shareholders of the Company the approval and adoption other provisions of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the unless there has been a 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 shareholdersAdverse Recommendation, the Company shall solicit from shall, as promptly as reasonably practicable after the shareholders of date the Company proxies in favor of the Merger and shall Registration Statement is declared effective, take all other action necessary or advisable to secure the vote or consent of the shareholders of the Company necessary, including as required by and in accordance with the DGCL and the Company’s Certificate IBCA, Company Articles of Incorporation and Company 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 its shareholders (the holders “Company Shareholders’ Meeting”) for the purpose of Common Shares, as obtaining the Company Shareholder Approval. The Company and Company Board will use their reasonable best efforts to obtain from its shareholders the votes in favor of the adoption of this Agreement required by the IBCA, including by recommending that its shareholders vote in favor of this Section 5.2Agreement and the Contemplated Transactions, shall and the Company and Company Board will not be affected by (a) withhold, withdraw, qualify or modify in a manner adverse to Acquiror or the withdrawalability of either party to consummate the Merger (or authorize or publicly propose or resolve to withhold, amendment withdraw, qualify or modification modify in a manner adverse to Acquiror or the ability of either party to consummate the favorable recommendation and (BMerger) 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 Board’s recommendation to the Company Company’s shareholders that the Company’s shareholders vote in favor of the adoption and approval of this Agreement and the Contemplated Transactions, including the Merger; (b) adopt, approve or recommend to shareholders of the Company, or resolve to or publicly propose or announce its intention to adopt, approve or recommend, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification (i) recommend against any Acquisition Proposal; or (ii) reaffirm the Company Board’s recommendation set forth in clause (a) above, in each case, within ten (10) Business Days after such Acquisition Proposal is made public or Superior Proposalany request by Acquiror to do so (which request may be made once per Acquisition Proposal (and any material change thereto)) (any such action, a “Company Adverse Recommendation”). In such eventNotwithstanding the foregoing, nothing contained in this Agreement shall preclude prior to the receipt of the Company Shareholder Approval, the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger is advisable and no longer recommends approval of the Mergerpermitted to make a Company Adverse Recommendation in accordance with Section 5.7.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five September 30, 2010, to vote on a proposal (45the “Shareholder Proposal”) Business Days after such clearance by the SEC) 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 approve (i) recommend to the shareholders conversion of the Company the approval and adoption of this Agreement Preferred Shares and the MergerSeries C Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, (ii) include an increase in the Proxy Statement number of authorized shares of Common Stock to allow for the conversion of the Preferred Shares and Series C Preferred Shares into Common Stock, and (iii) an amendment to the Company’s bylaws increasing the range of the board of directors by at least one member (such favorable recommendation approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company Board shall recommend to the Company’s shareholders that the such shareholders of the Company vote in favor of the approval Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than thirty (30) days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot more than fifteen (15) business days after clearance thereof 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. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option SEC or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approval is not obtained at such shareholder meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger shareholder meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold shall call a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five March 31, 2010, to vote on a proposal (45the “Shareholder Proposal”) Business Days after to approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such clearance by approval of the SEC) for the purpose of considering and voting upon the approval and adoption of this AgreementShareholder Proposal, the Merger and such other matters as may be necessary to effectuate the Transactions“Shareholder Approval”). The Company Board, based upon the recommendation Board of Directors of the Special Committee, Company shall (i) recommend to the Company’s shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement that such favorable recommendation of the Company Board that the shareholders of the Company vote in favor of the approval Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than fifteen (15) business days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot 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, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option SEC or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from 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 special shareholders of meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing special shareholders that it no longer believes that the Merger meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylawsas promptly as reasonably practicable after the date hereof, duly call, establish set a record date for, call, give notice of, convene and hold a special meeting of its shareholders of the Company (the “Shareholders Shareholders’ Meeting”) as soon as practicable following the clearance by the SEC of the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) 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 voting upon meeting date to be set by the approval and adoption Company Board after consultation with Parent). Subject to the terms 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 shall recommend that the shareholders of the Company vote in favor of approval of the Merger and the adoption of this Agreement. The Company shall comply with the MBCA, the Company Articles of Incorporation, the 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 Exchange Act and Section 6.01(b) below. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to solicit from its shareholders proxies in favor of approval of the Merger and the adoption of this Agreement 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 (iiiother than procedural matters) take all lawful actions that the Company shall propose to solicit such approval from be acted on by the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless at 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 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the MergerShareholders’ Meeting.

Shareholders Meeting. (a) The CompanyPursuant to the Merger Agreement, acting through the Company Boardwill, shallif required by applicable law or the Company's Articles of Incorporation, in accordance with applicable Law order to consummate the Merger, and its Certificate following (i) acceptance for payment of Incorporation and bylawsShares 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, duly call, establish a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) as soon promptly as practicable following the clearance acceptance for payment and purchase of Shares by the SEC of Purchaser pursuant to the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) Offer for the purpose of considering and voting taking action upon the approval of the Merger and the adoption of this the Merger Agreement. The Merger Agreement provides that the Company will, if required by applicable law in order to consummate the Merger, prepare and file with the Commission a preliminary proxy or information statement relating to the Merger and the Merger Agreement and use its best efforts (i) to obtain and furnish the information required to be included by the 25 28 Commission in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the Commission with respect to the preliminary proxy statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its 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 (ii) to obtain the necessary approvals of the Merger and the Merger Agreement by its shareholders. Subject to the terms of the Merger Agreement, the Merger and such other matters as may be necessary Company has agreed 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 the recommendation of the Company Company's Board of Directors that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this the Merger Agreement. The Merger Agreement provides that in the event that Parent or the Purchaser acquires at least 90% of outstanding Shares, pursuant to the Offer or otherwise (including as a result of the exercise of the Option Agreement), Parent, the Purchaser and the MergerCompany will, (iii) at the request of Parent and subject to the terms of the Merger Agreement, take all lawful actions to solicit such approval from the shareholders of the Company necessary 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 appropriate 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 Merger to submit this Agreement to the become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, whether or not the Company at any time changes, withdraws or modifies such favorable recommendation. In connection in accordance with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders Section 13.1-719 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the MergerVSCA.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish Farnell shall cause a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”"FARNELL SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable following the clearance by the SEC of the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) for the purpose of considering approving the issuance of Farnell Shares in connection with the Merger, the Rights Offering, the amendments to the articles of association of Farnell included in Exhibit 1.4, changing the name of Farnell as provided in Section 6.13 and voting upon any other matters requiring the approval and adoption of its shareholders in connection with this Agreement, the Rights Offering, the Merger and the other transactions contemplated hereby. The directors of Farnell shall, subject to their fiduciary duties, recommend approval of such issuance and all 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 recommendationmatters. In connection with any such submission of this Agreement meeting, (a) Farnell will promptly prepare and file with the LSE, 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 required in connection therewith, resolicit votes and (c) will use its best efforts (subject to the Company’s shareholdersfiduciary duties, as advised by counsel, of its Board of Directors) to obtain the necessary approvals by its shareholders in connection with this Agreement, the Company shall solicit from the shareholders of the Company proxies in favor of Rights Offering, the Merger and the other transactions contemplated hereby, it being understood that Farnell shall take all other action necessary or advisable not be obligated to secure the vote or consent hold more than one meeting 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 Mergershareholders. 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 Farnell agrees that its obligations pursuant to this Section 5.2 6.7 (other than pursuant to clause (c)) shall not be affected altered by the commencement, public proposal, public disclosure or communication to the Company Farnell of any Farnell Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Merger.

Shareholders Meeting. (a) The CompanyParent, acting through the Company BoardParent Board (or a committee thereof), shall, in accordance with as promptly as practicable following confirmation by the SEC that the SEC has no further comments on the Proxy Statement or that Parent may commence mailing the Proxy Statement, take all action required under the applicable Law and its Certificate Parent’s Organizational Documents and the applicable requirements of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) as soon as practicable following the clearance by the SEC of the 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 voting upon the approval and adoption of this Agreement, the Merger and such other matters as may be NASDAQ 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 promptly 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 as promptly as practicable a meeting of its shareholders for the holders purpose of Common Sharesobtaining the Requisite Shareholder Approval (the “Shareholders Meeting”); provided, as that Parent may postpone or adjourn such meeting solely (a) to the extent required by this Section 5.2applicable Law, (b) with the written consent of Buyers (which consent shall not be affected by the withdrawalunreasonably withheld, amendment conditioned or modification of the favorable recommendation and delayed), (Bc) 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 allow reasonable additional time to solicit additional proxies to the Company extent Parent reasonably believes necessary in order to obtain the Requisite Shareholder Approval or (d) in the absence of any a quorum. Parent’s receipt of an Acquisition Proposal or Superior Proposal. In such event, nothing contained in a change of recommendation will not alter the obligation of Parent to submit the adoption of this Agreement shall preclude and the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger is advisable and no longer recommends approval of the MergerTransactions to Parent’s shareholders at the Shareholders Meeting, unless this Agreement has been terminated in accordance with its terms prior to the Shareholders Meeting. Subject to Section 4.2, and notwithstanding anything herein to the contrary, the Parent Board shall recommend that Parent’s shareholders approve the Transactions (the “Parent Board Recommendation”), and Parent shall, unless there has been a Change of Parent Board Recommendation, use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Transactions and obtain the Requisite Shareholder Approval.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold shall call a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, to be held as soon promptly as practicable following the clearance by the SEC date of the Proxy Statement (this Agreement, but in no event later than forty-five (45) Business Days 75 days after such clearance by the SEC) for the purpose of considering and voting upon the approval and adoption date of this Agreement, to vote on proposals (the Merger and such other matters as may be necessary “Shareholder Proposals”) to effectuate the Transactions. The Company Board, based upon the recommendation of the Special Committee, shall (i) approve the issuance of the Common Shares (voting and non-voting) upon exchange of the Preferred Shares, the issuance of the Voting Common Stock upon conversion of the Series A Preferred Stock issued in the PIPE Offering, and the issuance of Voting Common Stock upon conversion of the Non-Voting Common Stock for purposes of NASDAQ Listing Rule 5635; (ii) approve the Articles of Amendment in the form attached hereto as Exhibit H; and (iii) if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock (voting and non-voting) to at least such number as shall be sufficient to permit the exchange of the Preferred Shares for the Common Shares, the full conversion of the Series A Preferred Stock 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 shall recommend to the Company’s shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement that such favorable recommendation of the Company Board that the shareholders of the Company vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than 15 Business Days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. 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 If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approvals are not obtained at such special shareholders’ meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger special shareholders’ meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a record date for, give notice of, convene and hold shall call a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five December 31, 2016, to vote on a proposal (45the “Shareholder Proposal”) Business Days after to approve the issuance of the total number of Common Stock issuable upon conversion of all of the Preferred Shares, all in accordance with Rule 5635 of the NASDAQ Stock Market Rules (such clearance by approval of the SEC) for the purpose of considering and voting upon the approval and adoption of this AgreementShareholder Proposal, the Merger and such other matters as may be necessary to effectuate the Transactions“Shareholder Approval”). The Company Board, based upon the recommendation Board of Directors of the Special Committee, Company shall (i) unanimously recommend to the Company’s shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement that 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 MergerShareholder Proposal. In addition, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify members of the Board of Directors will vote their shares in favor of the Shareholder Proposal. In connection with such favorable recommendationmeeting, in each case, unless the Company Board based upon shall promptly prepare and file (but in no event more than thirty (30) business days after the recommendation Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing Commission or its staff and to take cause a definitive proxy statement related to such action is necessary for the Company Board shareholders’ meeting to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot 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. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option SEC or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from 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 special shareholders of meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent three-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing special shareholders that it no longer believes that the Merger meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Initial Shareholders Meeting”) ), as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (Closing, but in no event later than forty-five July 30, 2010, to vote on proposals (45the “Shareholder Proposals”) Business Days after 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 purposes of Rule 5635 of the NASDAQ Stock Market Rules (such clearance by approvals of the SEC) for the purpose of considering and voting upon the approval and adoption of this AgreementShareholder Proposals, the Merger and such other matters as may be necessary to effectuate the Transactions“Shareholder Approvals”). The Company Board, based upon the recommendation of the Special Committee, Board shall (i) unanimously 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 that such shareholders approve the contrary hereinShareholder Proposals (the “Board Recommendation”), the Parent and shall have the option (in its sole discretion) to cause the Company not modify or withdraw such 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 recommendationRecommendation. In connection with the Initial Shareholders Meeting, the Company shall promptly prepare and file (but in no event more than thirty (30) Business Days following the Closing Date) with the Commission a preliminary proxy statement containing the Board Recommendation, shall use its reasonable best efforts to respond to any such submission comments of this Agreement 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 shareholdersshareholders not more than ten (10) calendar days after clearance thereof by the Commission, the Company and shall use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of the Merger and Shareholder Approvals, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approvals. The Company shall take all other action necessary or advisable to secure the vote or consent notify Purchaser promptly of the shareholders 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, 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 the Initial Shareholders Meeting there shall occur any event that is required by to be set forth in an amendment or supplement to 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 foregoingproxy statement, if the Parent notifies the Company Board that the Company Board must submit this Agreement shall as promptly as practicable prepare and mail to the Company’s its shareholders for approval such an amendment or supplement. In addition, each Purchaser and adoption, (A) 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 become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its obligation shareholders an amendment or supplement to duly call, give notice of, convene and hold a meeting of correct such information to the holders of Common Shares, as extent required by this Section 5.2applicable laws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, shall not be affected by the withdrawal, or any amendment or modification of supplement thereto, and provide the favorable recommendation and (B) the Company agrees that its obligations pursuant Purchasers with reasonable opportunity to this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Mergercomment thereon.

Shareholders Meeting. (a) The If a vote of the Company's shareholders is required by law, acting through the Company Boardwill, shallas promptly as practicable following the acceptance for payment of shares of Company Common Stock by Acquisition pursuant to the Offer, take, in accordance with applicable Law law and its Certificate articles of Incorporation incorporation and bylawsby-laws, duly call, establish all action necessary to convene a record date for, give notice of, convene and hold a special meeting of its shareholders holders of shares of Company Common Stock (the “"Shareholders Meeting”") as soon as practicable following the clearance by the SEC of the Proxy Statement (but in no event later than forty-five (45) Business Days after such clearance by the SEC) for the purpose of considering to consider and voting vote upon the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Boardshall, based upon promptly following the recommendation acceptance for payment of the Special Committee, shall (i) recommend shares of Company Common Stock by Parent pursuant to the shareholders Offer, prepare and file with the SEC a proxy statement for the solicitation of a vote of holders of shares of Company Common Stock approving the Company Merger (the approval and adoption of this Agreement and "Proxy Statement"), which shall include 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 written opinion of the Financial Advisor that the cash consideration to solicit such approval from be received by 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 pursuant to the Company’s Merger is fair to such shareholders under applicable lawfrom a financial point of view. Notwithstanding anything The Company shall use all reasonable efforts to the contrary herein, the Parent shall have the option (in its sole discretion) to cause Proxy Statement cleared by the Company Board to submit this Agreement SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the shareholders of the Company, whether . The Company shall also use its best efforts to obtain all necessary state securities law or not the Company at any time changes, withdraws or modifies such favorable recommendation. In "blue sky" permits and approvals required 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 to consummate the other action necessary or advisable to secure the vote or consent of the shareholders of the Company required transactions contemplated by the DGCL and the Company’s Certificate of Incorporation and Bylaws to authorize and adopt this Agreement and the Mergerwill pay all expenses incident thereto. Without limiting the generality of Notwithstanding the foregoing, if the Parent, Acquisition and/or any other subsidiary of 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 shall acquire at least 90% of the holders outstanding shares of Company Common SharesStock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as required by this Section 5.2, shall not be affected by soon as practicable after the withdrawal, amendment or modification expiration of the favorable recommendation and (B) the Company agrees that its obligations pursuant to this Offer without a Shareholders Meeting in accordance with Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval 1110 of the MergerCGCL.

Shareholders Meeting. (a) The CompanySubject to fiduciary obligations under applicable Law, acting through the Company Board, shallwill take, in accordance with applicable Law and its Certificate articles of Incorporation incorporation and bylaws, duly call, establish all reasonable action necessary to convene a record date for, give notice of, convene and hold a special meeting of its shareholders holders of Shares (the “Shareholders Meeting”) as soon promptly as practicable following after the clearance by date on which the SEC of staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement to consider and vote upon the adoption of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Shareholders Meeting, but no longer than reasonably necessary, (but a) with the consent of Parent; (b) for the absence of a quorum; (c) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Board of Directors of the Company or any committee thereof has determined in no event later than forty-five good faith after consultation with outside counsel is necessary 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; (45d) if required by Law or any court of competent jurisdiction; or (e) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.2(c)(ii) that it intends to make a Change of Recommendation in connection with a Superior Proposal or take action pursuant to Section 8.3(a) with respect to a Superior Proposal, until a date that is three Business Days after the deadline contemplated by Section 6.2(c)(ii) with respect to such clearance by notice or subsequent notice(s) if the SEC) Acquisition Proposal is modified during such notice period. Subject to Section 6.2, the Board of Directors of the Company and any committee thereof shall recommend such adoption, shall include the Company Recommendation in the Proxy Statement and shall take all reasonable lawful action to solicit such adoption of this Agreement. Notwithstanding any Change of Recommendation, unless this Agreement is terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of Shares at the Shareholders Meeting for the purpose of considering and voting upon the approval and adoption of adopting 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 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement 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 approval of the Merger.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by the SEC of the Proxy Statement (date hereof, but in no event later than forty-five October 31, 2011, to vote on proposals (45the “Shareholder Proposals”) Business Days after such clearance by the SEC) 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 approve (i) recommend to the shareholders issuance of Common Stock and conversion of the Company Non-Voting Common Stock for purposes of Rule 5635 of the approval and adoption of this Agreement and the MergerNASDAQ Stock Market Rules, (ii) include authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants and (iii) an increase in the Proxy Statement number of authorized shares of Common Stock to allow for the issuance of the Securities (such favorable recommendation approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary duties under North Carolina law, the Board of Directors of the Company Board shall recommend to the Company’s shareholders that the such shareholders of the Company vote in favor of the approval Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare and adoption of this Agreement and file (but in no event more than thirty (30) days after the MergerClosing Date) with the Commission a preliminary proxy statement, (iii) take all lawful actions shall use its reasonable best efforts to solicit such approval from the shareholders respond to any comments of the Company Commission or its staff with respect to the preliminary proxy statement and (iv) not withdraw or modify to cause a definitive proxy statement related to 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 shareholders’ meeting to take such action is necessary for the Company Board to comply with its fiduciary duties be mailed to the Company’s shareholders under applicable lawnot more than fifteen (15) business days after clearance of the 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. Notwithstanding anything The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option Commission or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, non-public information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approval is not obtained at such shareholder meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger shareholder meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.

Shareholders Meeting. (a) The Company, acting through the Company Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish shall call a record date for, give notice of, convene and hold a special meeting of its shareholders (the “Shareholders Meeting”) shareholders, as soon promptly as practicable following the clearance by Closing, but in no event shall the SEC meeting be later than December 30, 2010, to vote on a proposal (the “Shareholder Proposal”) to approve (i) the conversion of the Proxy Statement Preferred Shares and the Non-Voting Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, and (ii) authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants (such approval of the Shareholder Proposal, “Shareholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposal. In connection with such meeting, the Company shall promptly prepare and file (but in no event later more than forty-five thirty (4530) Business Days days after such clearance by the SECClosing Date) for with the purpose of considering and voting upon the approval and adoption of this AgreementCommission a preliminary proxy statement, the Merger and such other matters as may be necessary shall use its reasonable best efforts to effectuate the Transactions. The Company Board, based upon the recommendation respond to any comments of the Special Committee, shall (i) recommend Commission or its staff and to the shareholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement cause a definitive proxy statement related to 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 shareholders’ meeting 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 be mailed to the Company’s shareholders under applicable lawnot more than fifteen (15) business days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approval. Notwithstanding anything The Company shall notify each Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the contrary herein, proxy statement and of any request by the Parent shall have the option SEC or its staff for amendments or supplements to such proxy statement or for additional information (in its sole discretion) to cause but the Company Board shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to submit this Agreement to a written agreement regarding the shareholders confidentiality and use of the Company, whether or not the Company such information). If at any time changes, withdraws prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or modifies such favorable recommendation. In connection with any such submission of this Agreement supplement to the Company’s shareholdersproxy statement, the Company shall solicit from as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. In the shareholders of event that Shareholder Approval is not obtained at such shareholder meeting, the Company proxies in favor of the Merger and shall take all other action necessary or advisable include a proposal to secure the vote or consent of the shareholders of the Company required by the DGCL approve (and the Company’s Certificate Board 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 Directors shall recommend approval and adoption, (Aof) the Company agrees that its obligation to duly call, give notice of, convene and hold such proposal at a meeting of its shareholders to be held no less than once in each subsequent six-month period beginning on the holders date 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 of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it no longer believes that the Merger shareholder meeting until such approval is advisable and no longer recommends approval of the Mergerobtained.