Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) As promptly as practicable Promptly following the effectiveness of the Registration StatementStatement (and, in the case of clause (iii), within forty (40) days of the Company Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall Approval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be no later than ten (10) days after held promptly following the date on which effectiveness of the Registration Statement is declared effective under the 1933 ActStatement), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn or postpone the Company Stockholder MeetingMeeting (A) if, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholder Meeting has been adjourned or postponed by Parent in accordance with Section 8.04(b), to the extent necessary to enable the Company Stockholder Meeting and the Parent Stockholder Meeting to be held within a single period of twenty-four (24) consecutive hours as contemplated by Section 8.04(d). Notwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), postpone the Company Stockholder Meeting more than a total of three (3) times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement or adjournment pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten (10) Business Days. Without the prior written consent of Parent, the matters contemplated by the Company Stockholder Approval shall be the only matters (other than matters of procedure and maters required by Applicable Law to be voted on by the Company’s stockholders in connection therewith) that the Company shall propose to be voted on by the stockholders of the Company at the Company Stockholder Meeting. (b) As promptly as practicable Promptly following the effectiveness of the Registration StatementStatement (and, in the case of clause (iii), within forty (40) days of the Company Record Date, subject to an extension of up to fifteen (15) additional Business Days as contemplated by the last sentence of this Section 8.04(b)), Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the such record date to be held on such date), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, notwithstanding the foregoing, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder MeetingMeeting (A) if, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting, (B) for an absence of a quorum or (C) if the Company Stockholder Meeting has been adjourned or postponed by the Company in accordance with Section 8.04(a), to the extent necessary to enable the Company Stockholder Meeting and the Parent Stockholder Meeting to be held within a single period of twenty-four (24) consecutive hours as contemplated by Section 8.04(d). Notwithstanding the foregoing, Parent may not, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), postpone the Parent Stockholder Meeting more than a total of three (3) times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement or adjournment pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten (10) Business Days. Without the prior written consent of the Company, the matters contemplated by the Parent Stockholder Approval shall be the only matters (other than matters of procedure and matters required by Applicable Law to be voted on by Parent’s stockholders in connection therewith) that Parent shall propose to be voted on by the stockholders of Parent at the Parent Stockholder Meeting; provided, that, subject to Applicable Law, the Parent Organizational Documents and Section 8.04(d), the Parent Stockholder Meeting may, in the sole discretion of Parent also constitute its annual meeting of stockholders so long as (i) doing so would not delay the Parent Stockholder Meeting by more than fifteen (15) Business Days beyond the date on which Parent would otherwise be able to hold the Parent Stockholder Meeting and (ii) the annual meeting does not contain any matters to be voted on that are not matters customarily submitted to a vote of stockholders at an annual meeting involving only an uncontested election of directors and other routine matters (including duly submitted stockholder proposals pursuant to Rule 14a-8 under the Exchange Act that are not eligible to be excluded). (c) Notwithstanding (xi) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (yii) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (ziii) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect. (d) Notwithstanding anything to the contrary herein, it is the intention of the parties that, and each of the parties shall reasonably cooperate and use their commercially reasonable efforts to cause, the date and time of the Company Stockholder Meeting and the Parent Stockholder Meeting be coordinated such that they occur within a single period of twenty-four (24) consecutive hours (and in any event as close in time as possible).

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the The Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) Parent shall each establish a record date (the “Company Record Date”) for, duly call and call, give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the requisite Company entitled to vote on Stockholder Approval and Parent Stockholder Approval required in connection with this Agreement and the Mergers Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day at substantially the same time. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Board Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder Meeting. The Company shall notApproval, without the prior written consent of Parentand subject to Section 6.11(b), adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary and its Board shall use their reasonable best efforts to allow reasonable additional time to (x) solicit additional proxies necessary to and obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment . The Parent Board has resolved to the Joint Proxy Statement/Prospectus recommend to its stockholders that the Board such stockholders vote in favor of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Board Recommendation”). Unless otherwise agreed by the Parties, the Parent Share Issuance shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting”) at which meeting Parent shall seek Meeting for the purpose of obtaining the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to and its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent Board shall use its their reasonable best efforts to take, or cause to be taken, all actions, solicit and do or cause to be done all things, necessary, proper or advisable on its part to cause obtain the Parent Stockholder Approval to be received at Approval. The Company and Parent shall not postpone or adjourn the Parent Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with as applicable, except to the extent required by applicable Law or to solicit additional proxies and votes in favor of: (a) in the case of the Company, the adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained; or (b) in the case of Parent, the Parent believes in good faith that such adjournment or postponement is reasonably necessary Share Issuance if sufficient votes to allow reasonable additional time to (x) solicit additional proxies necessary to obtain constitute the Parent Stockholder ApprovalApproval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting nor the Parent Stockholder Meeting may be postponed or adjourned to a date that is more than twenty (y20) distribute any supplement Business Days after the date for which the Company Stockholder Meeting or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. , as the case may be, was originally scheduled (c) Notwithstanding (x) excluding any Company Adverse Recommendation Change adjournments or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in postponements required by applicable Law). Unless this Agreement to the contrary, unless this Agreement is has been validly terminated in accordance with its terms, the obligations each of the Company and Parties shall submit the matters set forth above to their respective stockholders for approval. (b) Neither Parent under Section 8.03 and this Section 8.04 Board nor any committee thereof shall continue fail to make the Parent Board Recommendation, or withdraw, amend, modify or materially qualify, in full force and effecta manner adverse to the Company, the Parent Board Recommendation, or make any public statement inconsistent with the Parent Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a “Parent Adverse Recommendation Change”).

Stockholder Meetings. (a) As Subject to the terms of Section 5.2(c) hereof, promptly as practicable following after the effectiveness of the Registration Statement, the Company shall, date hereof and in consultation with ParentVeritas, Seagate shall take all action necessary in accordance with Applicable Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Organizational Seagate Stockholders' Meeting and Veritas shall call the Veritas Stockholders' Meeting, to be held as promptly as practicable, for the purpose of voting upon (i) this Agreement, the Merger and the transactions contemplated under the OD Documents, (iii) establish a record date the Merger and (iii) if necessary, the “Company Record Date”) forShare Increase, duly call as the case may be. Seagate and give notice of a meeting of Veritas shall use all reasonable efforts to hold the stockholders of Veritas Stockholders' Meeting and the Company entitled to vote Seagate Stockholders' Meeting on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days same day and as soon as practicable after the date on which the Registration Statement is declared effective under becomes effective. Nothing herein shall prevent Seagate or Veritas from adjourning or postponing the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Seagate Stockholders' Meeting or any adjournment or postponement thereofthe Veritas Stockholders' Meeting, and shall comply with all legal requirements applicable as the case may be, to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably extent necessary to allow reasonable additional time to (x) solicit additional proxies ensure that any necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus Statement is provided to the stockholders of Veritas and Seagate in advance of a vote relevant to the Merger and this Agreement. Subject to the terms of Section 5.2(c) hereof, Seagate and Veritas shall each use its commercially reasonable efforts to solicit proxies from its stockholders in favor of the adoption and approval of the items in clauses (i) and (ii) of the preceding sentence, as relevant, and shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the National Association of Securities Dealers, Inc., Delaware Law, The New York Stock Exchange, Inc. and all other applicable legal requirements to obtain such approval. (b) Subject to the terms of Section 5.2(c) hereof: (i) the Board of Directors of Seagate shall recommend that Seagate's stockholders vote in favor of and adopt and approve this Agreement and the Merger and the transactions contemplated under the OD Documents at the Seagate Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company Seagate has determined recommended that Seagate's stockholders vote in good faith after consultation with outside legal counsel is necessary under Applicable Law favor of and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law adopt and approve this Agreement and the Parent Organizational DocumentsMerger and the transactions contemplated under the OD Documents at the Seagate Stockholders' Meeting, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that neither the Board of Directors of Parent has determined Seagate nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in good faith after consultation with outside legal counsel is necessary under Applicable Law a manner adverse to Veritas, the recommendation of the Board of Directors of Seagate that the stockholders of Seagate vote in favor of and for such supplement or amendment adopt and approve this Agreement and the Merger, and, unless this Agreement shall have been terminated, Seagate shall cause Seagate Software to be reviewed by Parent’s stockholders prior to vote the Parent Stockholder Meetingshares of Veritas Common Stock it holds in favor of the Share Increase and the Merger. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, nothing in this Agreement shall prevent the Board of Directors of Seagate from withdrawing, amending or modifying its recommendation in favor of this Agreement and the Merger (xi) any Company Adverse Recommendation Change or Parent Adverse Recommendation ChangeSeagate receives a Seagate Superior Offer (as defined below) and such Seagate Superior Offer is not withdrawn, (yii) the public proposal or announcement or other submission to the Company or neither Seagate nor any of its Representatives of a Company Acquisition Proposal agents or the public proposal or announcement or other submission to Parent or representatives has violated any of its Representatives the restrictions set forth in Section 5.4(a) hereof, and (iii) the Board of a Parent Acquisition Proposal or (z) anything Directors of Seagate concludes in this Agreement to the contrarygood faith, unless this Agreement is terminated in accordance after consultation with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.its

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the The Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) Parent shall each establish a record date (the “Company Record Date”) for, duly call and call, give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the requisite Company entitled to vote on Stockholder Approval and Parent Stockholder Approval required in connection with this Agreement and the Mergers Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Board Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder Meeting. The Company shall notApproval, without the prior written consent of Parentand subject to Section 6.11(a), adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary and its Board shall use their reasonable best efforts to allow reasonable additional time to (x) solicit additional proxies necessary to and obtain the Company Stockholder Approval. The Parent Board has resolved to recommend to its stockholders (the “Parent Board Recommendation”) that such stockholders vote in favor of (a) the adoption of this Agreement, or the Merger and the other transactions contemplated by this Agreement, including without limitation the Parent Share Issuance and the Asset Contribution, (yb) distribute any supplement or an amendment to Parent’s certificate of incorporation and the filing of the New Preferred Certificates of Designation to (i) if the Company elects in connection with the preparation of the Joint Proxy Statement/Prospectus that , change the Board name of Directors Parent to “Platinum Healthcare Solutions, Inc.” (or such other name as shall be communicated in writing by the Company to Parent in connection with the preparation by the Parties of the Joint Proxy Statement) (the “Name Change”), (ii) effect the Parent Reverse Split, and (iii) increase the authorized shares of Parent Capital Stock in an amount sufficient to permit Parent to perform its obligations under this Agreement relating to the Merger Consideration, the Converted Parent Stock Options, the Post-Closing Company Stock Options and the Post-Closing Parent Stock Options, (c) approving the Company Stock Plans as assumed by Parent pursuant to Section 1.11, and (d) electing the directors specified on Section 6.3 of the Company has determined Disclosure Letter (collectively, the “Parent Proposals”). Parent Board shall recommend to Parent’s stockholders any other proposals that a Party, in preparing the Joint Proxy Materials, reasonably and in good faith after consultation with outside legal counsel determines is necessary under Applicable Law in connection with the consummation of the Merger in accordance with the terms of this Agreement, it being understood and for agreed that such supplement or amendment further proposals shall include without limitation amendments to the Tegal, Inc. 2007 Incentive Award Plan to (x) increase the number of shares authorized to be reviewed issued under such plan and (y) increase the maximum number of shares any one individual may receive in any calendar year, in each case as necessary to allow for the issuance of the Post-Closing Company Stock Options and the Post-Closing Parent Stock Options and an additional amount of Parent Stock Options as the Parent Board may elect from time to time following Closing not to exceed three percent (3%) of the outstanding shares of Parent Common Stock on a Fully Diluted Basis immediately following the Effective Time. Unless otherwise agreed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration StatementParties, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date Proposals shall be the same as the Company Record Date) for, duly call and give notice of a meeting of submitted to the stockholders of Parent entitled to vote on at the Parent Share Issuance (Stockholder Meeting for the “Parent Stockholder Meeting”) at which meeting Parent shall seek purpose of obtaining the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to and its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent Board shall use its their reasonable best efforts to take, or cause to be taken, all actions, solicit and do or cause to be done all things, necessary, proper or advisable on its part to cause obtain the Parent Stockholder Approval to be received at Approval. The Company and Parent shall not postpone or adjourn the Parent Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with as applicable, except to the extent required by applicable Law or to solicit additional proxies and votes in favor of: (a) in the case of the Company, the adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained; or (b) in the case of Parent, the Parent believes in good faith that such adjournment or postponement is reasonably necessary Proposals if sufficient votes to allow reasonable additional time to (x) solicit additional proxies necessary to obtain constitute the Parent Stockholder ApprovalApproval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting nor the Parent Stockholder Meeting may be postponed or adjourned to a date that is more than twenty (y20) distribute any supplement Business Days after the date for which the Company Stockholder Meeting or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. , as the case may be, was originally scheduled (c) Notwithstanding (x) excluding any Company Adverse Recommendation Change adjournments or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in postponements required by applicable Law). Unless this Agreement to the contrary, unless this Agreement is has been validly terminated in accordance with its terms, the obligations each of the Company and Parent under Section 8.03 and this Section 8.04 Parties shall continue in full force and effectsubmit the matters set forth above to their respective stockholders for approval.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the The Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) Parent shall each establish a record date (the “Company Record Date”) for, duly call and call, give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the Company entitled to vote on requisite stockholder approval required in connection with this Agreement and the Mergers Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day at substantially the same time. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder Meeting. The Company shall notApproval, without the prior written consent of Parent, adjourn, postpone or otherwise delay and the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary and its Board shall use their reasonable best efforts to allow reasonable additional time to (x) solicit additional proxies necessary to and obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment . The Parent Board has resolved to the Joint Proxy Statement/Prospectus recommend to its stockholders that the Board such stockholders vote in favor of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Recommendation”). Unless otherwise agreed by the Parties, the Parent Share Issuance shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting”) at which meeting Parent shall seek Meeting for the purpose of obtaining the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to and its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent Board shall use its their reasonable best efforts to take, or cause to be taken, all actions, solicit and do or cause to be done all things, necessary, proper or advisable on its part to cause obtain the Parent Stockholder Approval to be received at Approval. The Company and Parent shall not postpone or adjourn the Parent Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with as applicable, except to the extent required by applicable Law or to solicit additional proxies and votes in favor of (a) in the case of the Company, the adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained; or (b) in the case of Parent, the Parent believes in good faith that such adjournment or postponement is reasonably necessary Share Issuance if sufficient votes to allow reasonable additional time to (x) solicit additional proxies necessary to obtain constitute the Parent Stockholder ApprovalApproval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting nor the Parent Stockholder Meeting may be postponed or (y) distribute any supplement adjourned to a date that is more than 20 Business Days after the date for which the Company Stockholder Meeting or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting, as the case may be, was originally scheduled (excluding any adjournments or postponements required by applicable Law). (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) As Subject to the terms of Section 5.2(c) hereof, promptly as practicable following after the effectiveness of the Registration Statement, the Company shall, date hereof and in consultation with ParentVeritas, Seagate shall take all action necessary in accordance with Applicable Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Organizational Seagate Stockholders' Meeting and Veritas shall call the Veritas Stockholders' Meeting, to be held as promptly as practicable, for the purpose of voting upon (i) this Agreement, the Merger and the transactions contemplated under the OD Documents, (iii) establish a record date the Merger and (iii) if necessary, the “Company Record Date”) forShare Increase, duly call as the case may be. Seagate and give notice of a meeting of Veritas shall use all reasonable efforts to hold the stockholders of Veritas Stockholders' Meeting and the Company entitled to vote Seagate Stockholders' Meeting on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days same day and as soon as practicable after the date on which the Registration Statement is declared effective under becomes effective. Nothing herein shall prevent Seagate or Veritas from adjourning or postponing the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Seagate Stockholders' Meeting or any adjournment or postponement thereofthe Veritas Stockholders' Meeting, and shall comply with all legal requirements applicable as the case may be, to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably extent necessary to allow reasonable additional time to (x) solicit additional proxies ensure that any necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus Statement is provided to the stockholders of Veritas and Seagate in advance of a vote relevant to the Merger and this Agreement. Subject to the terms of Section 5.2(c) hereof, Seagate and Veritas shall each use its commercially reasonable efforts to solicit proxies from its stockholders in favor of the adoption and approval of the items in clauses (i) and (ii) of the preceding sentence, as relevant, and shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the National Association of Securities Dealers, Inc., Delaware Law, The New York Stock Exchange, Inc. and all other applicable legal requirements to obtain such approval. (b) Subject to the terms of Section 5.2(c) hereof: (i) the Board of Directors of Seagate shall recommend that Seagate's stockholders vote in favor of and adopt and approve this Agreement and the Merger and the transactions contemplated under the OD Documents at the Seagate Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seagate has recommended that Seagate's stockholders vote in favor of and adopt and approve this Agreement and the Company has determined Merger and the transactions contemplated under the OD Documents at the Seagate Stockholders' Meeting, (iii) neither the Board of Directors of Seagate nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in good faith after consultation with outside legal counsel is necessary under Applicable Law a manner adverse to Veritas, the recommendation of the Board of Directors of Seagate that the stockholders of Seagate vote in favor of and for such supplement or amendment adopt and approve this Agreement and the Merger, and, unless this Agreement shall have been terminated, Seagate shall cause Seagate Software to be reviewed by vote the Company’s stockholders prior to shares of Veritas Common Stock it holds in favor of the Company Stockholder MeetingShare Increase and the Merger. (bc) As promptly as practicable following Notwithstanding the effectiveness foregoing or anything to the contrary set forth in this Agreement, nothing in this Agreement shall prevent the Board of the Registration StatementDirectors of Seagate from withdrawing, the Parent shall, amending or modifying its recommendation in consultation with the Company, in accordance with Applicable Law favor of this Agreement and the Parent Organizational Documents, Merger (i) establish Seagate receives a record date Seagate Superior Offer (which date shall be the same as the Company Record Datedefined below) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approvalsuch Seagate Superior Offer is not withdrawn, (ii) cause neither Seagate nor any of its agents or representatives has violated any of the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meetingrestrictions set forth in Section 5.4(a) to be mailed to its stockholders hereof, and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent Board of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent Directors of the Company, adjourn or postpone the Parent Stockholder MeetingSeagate concludes in good faith, after consultation with its outside counsel, that, in light of such Seagate Superior Offer, the Companywithholding, if Parent believes withdrawal, amendment or modification of such recommendation is necessary in good faith that order for the Board of Directors of Seagate to comply with its fiduciary obligations to the stockholders of Seagate under applicable law. For all purposes of and under this Agreement, the term "SEAGATE SUPERIOR OFFER" shall mean a bona fide written offer made by a third party to consummate any of the following transactions: (a) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seagate, pursuant to which the stockholders of Seagate immediately preceding the consummation of such adjournment transaction would hold less than fifty percent (50%) of the equity interest in the surviving or postponement is reasonably necessary resulting entity of such transaction (or the ultimate parent entity thereof); (b) a sale or other disposition by Seagate of assets and properties (excluding inventory and used equipment sold in the ordinary course of business) representing more than fifty percent (50%) of Seagate's assets immediately prior to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approvalsuch sale or other disposition, or (yc) distribute the acquisition by any supplement person or amendment group (including by way of a tender offer or an exchange offer or issuance by Seagate), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing more than fifty percent (50%) of the Joint Proxy Statement/Prospectus voting power of the then outstanding shares of capital stock of the Seagate, in each case on terms that the Board of Directors of Parent has determined Seagate determines, in good faith its reasonable judgment, after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment its financial advisor, to be reviewed by Parent’s stockholders prior more favorable to the Parent Stockholder Meeting. (c) stockholders of Seagate, from a financial point of view, than the terms of this Agreement and the Merger; provided, however, that any such offer shall not be deemed to be a "Seagate Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of the Board of Directors of Seagate to be obtained by such third party on a timely basis. Notwithstanding (x) any Company Adverse Recommendation Change the foregoing or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission anything to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything contrary set forth in this Agreement, nothing in this Agreement to shall prevent the contraryBoard of Directors of Seagate from withdrawing, unless this Agreement is terminated amending or modifying its recommendation in favor of the transactions contemplated by the OD Documents, or terminating the OD Documents in accordance with its their terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02‎Section 6.03, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided provided, however, that the Company may, without the prior written consent of Parent, may postpone or adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary Meeting to allow reasonable additional time to (x) solicit additional proxies necessary to obtain for the Company Stockholder Approval, filing and mailing of any supplemental or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement supplemental or amendment amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a). (b) Following the execution of this Agreement, Parent shall, in consultation with the Company, set a record date for the Parent Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance and the Parent Charter Amendment (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and at the same time as the Company Stockholder Meeting. Subject to Section ‎Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided provided, however, that Parent may, without the prior written consent of the Company, may postpone or adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary Meeting to allow reasonable additional time to (x) solicit additional proxies necessary to obtain for the filing and mailing of any supplemental or amended disclosure which the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement supplemental or amendment amended disclosure to be disseminated and reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. If, on the date of the Parent Stockholder Meeting, the Company reasonably determines in good faith that Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, Parent shall at its election or upon the written request of the Company adjourn the Parent Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Parent Stockholder Approval. Parent shall be required to adjourn the Parent Stockholder Meeting only one time pursuant to this ‎Section 8.03(b). (c) Each of the Company and Parent shall coordinate with the other regarding the record date and the meeting date for the Company Stockholder Meeting and the Parent Stockholder Meeting, it being the intention of the Company and Parent that the record date and meeting date for each such meeting of stockholders shall be the same. (d) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 ‎Section 8.02 and this Section 8.04 ‎Section 8.03 shall continue in full force and effect.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, Cyclone shall use all commercially reasonable efforts in accordance with Applicable Law and subject to Delaware Law, its certificate of incorporation and bylaws and the Company Organizational Documents, (i) establish rules of Nasdaq to cause a record date meeting of its stockholders (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Cyclone Stockholder Meeting”) at which to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 8.07, the Joint Proxy Statement shall contain the recommendation of the Board of Directors of Cyclone that Cyclone’s stockholders approve and adopt this Agreement and the Merger (the “Cyclone Recommendation”). In connection with the Cyclone Stockholder Meeting, Cyclone shall (i) mail the Joint Proxy Statement and all other proxy materials for such meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days to its stockholders as promptly as practicable after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and use all other proxy materials for the Company commercially reasonable efforts to obtain Cyclone Stockholder Meeting) to be mailed to its stockholders Approval and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall otherwise comply with all legal requirements applicable to such meeting. Without limiting the Company generality of the foregoing, unless this Agreement is otherwise terminated in accordance with the terms hereof, this Agreement and the Merger shall be submitted to Cyclone’s stockholders at the Cyclone Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone Meeting whether or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to not (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, Cyclone’s Board of Directors shall have effected an Adverse Recommendation Change or (y) distribute any supplement Acquisition Proposal shall have been publicly proposed or amendment announced or otherwise submitted to Cyclone or any of its advisors. (b) Hurricane shall use all commercially reasonable efforts in accordance with and subject to Delaware Law, its certificate of incorporation and bylaws and the rules of Nasdaq to cause a meeting of its stockholders (the “Hurricane Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of securing the Hurricane Stockholder Approval. Subject to Section 8.07, the Joint Proxy Statement/Prospectus that Statement shall contain the recommendation of the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the CompanyHurricane that Hurricane’s stockholders prior to approve the Company Hurricane Share Issuance and the Hurricane Charter Amendment (the “Hurricane Recommendation”). In connection with the Hurricane Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, Hurricane shall (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause mail the Joint Proxy Statement/Prospectus (Statement and all other proxy materials for the Parent Stockholder Meeting) to be mailed such meeting to its stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act, (ii) use all commercially reasonable efforts to obtain Hurricane Stockholder Approval and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall otherwise comply with all legal requirements applicable to such meeting. Without limiting the Parent Stockholder Meeting. Parent shall not, without the prior written consent generality of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contraryforegoing, unless this Agreement is otherwise terminated in accordance with its termsthe terms hereof, the obligations Hurricane Share Issuance and the Hurricane Charter Amendment shall be submitted to Hurricane’s stockholders at the Hurricane Stockholder Meeting whether or not (x) Hurricane’s Board of the Company and Parent under Section 8.03 and this Section 8.04 Directors shall continue in full force and effecthave effected an Adverse Recommendation Change or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to Hurricane or any of its advisors.

Stockholder Meetings. (a) As Each of the Company and Parent, acting through its board of directors, shall take all actions in accordance with applicable Law and applicable rules of the Nasdaq Global Select Market, the Company Certificate of Incorporation and the Company Bylaws in the case of the Company, and applicable rules of the NYSE, the Parent Certificate of Incorporation and the Parent Bylaws in the case of Parent, to duly call, give notice of, convene and hold as promptly as practicable following practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the its stockholders of the Company entitled to vote on the Mergers (including any postponement or adjournment thereof, the “Company Stockholder Meeting” in the case of the Company, and the “Parent Stockholder Meeting” in the case of Parent, and together, the “Merger Stockholder Meetings”) at which meeting for the purpose of considering and voting upon the approval of the Company shall seek Voting Proposal in the case of the Company and the Parent Voting Proposal in the case of Parent. Neither party shall submit any other proposals for approval at their respective Merger Stockholder ApprovalMeeting without the prior written consent of other party. The Company, which record date on the one hand, and Parent, on the other hand, shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for solicit from its stockholders proxies in favor of the Company Stockholder Meeting) to be mailed to its stockholders Voting Proposal and (iii) within forty (40) days after the Requisite Parachute Vote in the case of the Company Record Date, duly convene and hold the Parent Voting Proposal in the case of Parent and unless the board of directors of either party hereto shall effect a Company Board Recommendation Change in the case of the Company or a Parent Board Recommendation Change in the case of Parent, in each case, pursuant to and in accordance with Section 6.4(b), use its reasonable best efforts to secure the Requisite Company Stockholder Meeting. Subject to Section 6.02, Approval in the case of the Company and the Requisite Parent Stockholder Approval in the case of Parent. Each of the Company and Parent shall use its reasonable best efforts to takeensure that all proxies solicited in connection with its Merger Stockholder Meeting are solicited in compliance with the DGCL, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the rules of the Nasdaq Global Select Market in the case of the Company Stockholder Approval to be received at and the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to rules of the Company Stockholder Meeting. The Company shall not, without NYSE in the prior written consent case of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that Certificate of Incorporation and the Company mayBylaws in the case of the Company, without and the prior written consent Parent Certificate of Incorporation and the Parent Bylaws in the case of Parent, adjourn or postpone and all other applicable Law. (b) Each of the Company and Parent shall use its reasonable best efforts to call, give notice of, convene and hold their respective Merger Stockholder MeetingMeetings on the same day and at the same time. Notwithstanding anything to the contrary set forth in this Agreement, each of the Company or Parent, after consultation with Parentthe other party hereto, if may (and the other party may require the Company believes in good faith that such adjournment or postponement is Parent to) adjourn or postpone its respective Merger Stockholder Meeting if (and solely to the extent and for the minimum duration reasonably necessary to allow reasonable additional time to ensure that) (xi) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to its respective stockholders within a reasonable amount of time in advance of its respective Merger Stockholder Meeting, (ii) as of the time for which the applicable Merger Stockholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock in the case of the Company, or Parent Common Stock in the case of Parent, represented (either in person or by proxy) at the respective Merger Stockholder meeting to constitute a quorum necessary to conduct the business of the respective Merger Stockholder Meeting; provided, that any adjournment or postponement pursuant to this clause (ii) shall not be to a date that is more than 45 days after the Board originally scheduled Merger Stockholder Meeting; (iii) the Merger Stockholder Meeting is required to be postponed or adjourned pursuant to applicable Law, or (iv) the other party hereto has adjourned or postponed its Merger Stockholder Meeting for any of Directors the foregoing reasons. (c) Following the Merger Stockholder Meetings and at or prior to the Closing, each of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior Parent shall deliver to the Company corporate secretary of the other party hereto a certificate setting forth the voting results from the respective Merger Stockholder Meeting. (bd) As promptly as practicable following the effectiveness of the Registration StatementUnless this Agreement is earlier terminated pursuant to Section 9.1, the Company shall submit the Company Voting Proposal to the Company Stockholders at the Company Stockholders Meeting for the purpose of acting upon such proposal, and Parent shallshall submit the Parent Voting Proposal to the Parent Stockholders at the Parent Stockholders Meeting for the purpose of acting upon such proposal, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, each case whether or not (i) establish a record date (which date shall be the same Company Board or the Parent Board, as the case may be, at any time subsequent to the date of this Agreement and prior to the Merger Stockholder Meetings shall effect a Company Record Date) for, duly call and give notice of a meeting Board Recommendation Change in the case of the stockholders Company or a Parent Board Recommendation Change in the case of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder ApprovalParent, or (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02any actual, Parent shall use its reasonable best efforts to takepotential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission submitted to the Company or any of its Representatives of a Company Acquisition Proposal or Board in the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations case of the Company and or the Parent under Section 8.03 and this Section 8.04 shall continue Board in full force and effectthe case of Parent.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the The Company shall, in consultation with Parent, shall take all action necessary in accordance with Applicable applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, Documents to duly call and give notice of of, convene and hold a meeting of the stockholders of the Company entitled Stockholders, to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days held as promptly as practicable after the date on which the Registration Statement is declared effective under the 1933 Securities Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for to obtain the Company Stockholder Approval (the “Company Stockholders’ Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting”). Subject to Section 6.026.04(b) and Section 6.04(c), the Company will, through the Company Board, recommend that the Company Stockholders adopt this Agreement and will use commercially reasonably efforts to solicit from the Company Stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the rules of NYSE or applicable Law to obtain such approvals. (b) Parent shall take all action necessary in accordance with applicable Law and the Parent Organizational Documents to duly give notice of, convene and hold a meeting of the Parent Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, to obtain the Parent Stockholder Approval (the “Parent Stockholders’ Meeting”). Parent will, through the Parent Board, recommend that the Parent Stockholders approve the proposal to issue Parent Shares in connection with the First Merger and in accordance with this Agreement and will use commercially reasonably efforts to solicit from the Parent Stockholders proxies in favor of such share issuance and to take all other action necessary or advisable to secure the vote or consent of Parent Stockholders required by the rules of the Parent Exchange or applicable Law to obtain such approvals. (c) Each of Parent and the Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, schedule and do or cause to be done all things, necessary, proper or advisable on its part to cause hold the Company Stockholder Approval to be received at Stockholders’ Meeting and the Company Stockholder Meeting or any adjournment or postponement thereofParent Stockholders’ Meeting, as applicable, on the same date and shall comply with all legal requirements applicable to as promptly as practicable after the Company Stockholder Meeting. The Company shall not, without Registration Statement is declared effective under the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder MeetingSecurities Act; provided that the Company or Parent, as applicable, may, without after reasonable consultation with the prior written consent of Parentother party, postpone, recess or adjourn the Company Stockholders’ Meeting or postpone Parent Stockholders’ Meeting, as applicable, and, if applicable, set a new record date for such meeting, (i) if there are not sufficient affirmative votes present in person or by proxy at such meeting to obtain the Company Stockholder MeetingApproval or the Parent Stockholder Approval, after consultation with as applicable, and the Company or Parent, if as applicable, shall use its commercially reasonable efforts in order to obtain the Company believes requisite number of affirmative votes in good faith that person or by proxy as of such adjournment or postponement is reasonably necessary later date, (ii) to allow reasonable additional time to (x) solicit additional proxies necessary to obtain for the filing and mailing of any supplemental or amended disclosure which the Company Stockholder Approval, Board or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Parent Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplement supplemental or amendment amended disclosure to be disseminated and reviewed by the Company’s stockholders Company Stockholders or Parent Stockholders, as applicable, prior to the Company Stockholder Stockholders’ Meeting or Parent Stockholders’ Meeting. (b) As promptly , as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders applicable and (iii) duly convene and hold if required by Law; provided, however, that the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as applicable, shall occur as promptly as reasonably practicable following such postponement, recess or adjournment. In the event either the Company Stockholders’ Meeting or the Parent Stockholder Stockholders’ Meeting on is delayed in compliance with this Section 6.03(c), then the same date and time as the Company Stockholder Meeting. Subject to Section 7.02other party may similarly postpone, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Companyrecess, adjourn or postpone the Parent delay its Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment meeting to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meetingsame date. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Company Organizational Company’s Constituent Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Stockholders Meeting”) at which meeting for the Company shall seek purpose of obtaining the Company Stockholder Approval, which record date shall Approval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be no later than ten (10) days after held promptly following the date on which effectiveness of the Registration Statement is declared effective under the 1933 ActForm S-4), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Stockholders Meeting. Subject to Section 6.027.5(d) (Company No Solicitation), the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Company Stockholder Stockholders Meeting. The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder MeetingStockholders Meeting (A) if, after consultation with Parent, if the Company believes in good faith that such adjournment adjournment, postponement or postponement delay is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholders Meeting has been adjourned, postponed or otherwise delayed by Parent in accordance with Section 7.2(b), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). Notwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than a proposal relating to executive compensation as required by applicable Law and an adjournment proposal) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. Subject to Section 7.5(d), neither the Board of Directors of the Company nor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), the Company Recommendation, (y) take any public action or make any public statement in connection with the Company Stockholders Meeting adverse to such Company Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Takeover Proposal (any of the actions described in clauses (x), (y) or (z), a “Change in Recommendation”); provided that the Board of Directors of the Company may make a Change in Recommendation in accordance with Section 7.5(d) (Company No Solicitation); provided, further, that a determination by the Board of Directors of the Company that a Takeover Proposal constitutes a Superior Proposal in accordance with Section 7.5, that an Intervening Event has occurred in accordance with Section 7.5(d) or the delivery of any notices to Parent by the Company pursuant to Section 7.5(d) shall not, in and of itself, constitute a Change in Recommendation; and provided, further that each of Parent and Merger Sub acknowledge and agree that no public or private statement, discussion, activity, act, omission or event occurring prior to the Execution Date of which Parent has knowledge shall constitute or be the basis for a Change in Recommendation. Subject to Section 7.5(d), the Joint Proxy Statement/Prospectus shall include the Company Recommendation. (b) As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Parent shall, in consultation with the Company, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Parent Organizational Parent’s Constituent Documents, (i) establish a record date (which date shall be the same as the Company Record Date) (the “Parent Record Date”) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Stockholders Meeting”) at which meeting Parent shall seek for the purpose of obtaining the Parent Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Parent Record Date to be held on the same day as the Company Record Date), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Stockholders Meeting. Subject to Section 7.027.19(d) (Parent No Solicitation), Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Stockholders Meeting. Parent shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld conditioned or delayed), adjourn, postpone or otherwise delay the Parent Stockholders Meeting; provided that Parent may, notwithstanding the foregoing, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder MeetingStockholders Meeting (A) if, after consultation with the Company, if Parent believes in good faith that such adjournment adjournment, postponement or postponement delay is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Company Stockholders Meeting has been adjourned, postponed or otherwise delayed by the Company in accordance with Section 7.2(a), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). Notwithstanding the foregoing, Parent may not, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Parent Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of the Company (such consent not to be unreasonably withheld conditioned or delayed), the issuance of Parent Common Stock in connection with the Merger shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by Parent’s stockholders in connection with this Agreement and the Transactions, including any adjournment proposal) that Parent shall propose to be acted on by the stockholders of Parent at the Parent Stockholders Meeting. Subject to Section 7.19(d), neither the Board of Directors of Parent nor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to the Company) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to the Company), the Parent Recommendation, (y) take any public action or make any public statement in connection with the Parent Stockholders Meeting adverse to such Parent Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Parent Takeover Proposal (any of the actions described in clauses (x), (y) or (z) a “Parent Change in Recommendation”); provided, that the Board of Directors of Parent may make a Parent Change in Recommendation in accordance with Section 7.19(d); provided, further, that a determination by the Board of Directors of Parent that a Parent Takeover Proposal constitutes a Parent Superior Proposal in accordance with Section 7.19, a Parent Intervening Event has occurred in accordance with Section 7.19(d) or the delivery of any notices to the Company by Parent pursuant to Section 7.19(d) shall not, in and of itself, constitute a Parent Change in Recommendation. Subject to Section 7.19(d), the Joint Proxy Statement/Prospectus shall include the Parent Recommendation. (c) Notwithstanding (xi) any Company Adverse Change in Recommendation Change or Parent Adverse Recommendation ChangeChange in Recommendation, (yii) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or Takeover Proposal, (iii) the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Takeover Proposal or (ziv) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 7.2 shall continue in full force and effect. (d) Notwithstanding anything to the contrary herein, it is the intention of the parties that, and each of the parties shall reasonably cooperate and use their commercially reasonable efforts to cause, the date and time of the Company Stockholders Meeting and the Parent Stockholders Meeting to be coordinated such that they occur within a single period of 24 consecutive hours (and in any event as close in time as reasonably possible).

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, Purchaser and the Company shallwill each submit to its respective stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, in consultation with ParentPurchaser and the Company each will take, in accordance with Applicable Law applicable law and the Company Organizational Documentsits Articles of Incorporation and bylaws, (i) establish all action necessary to call, give notice of, convene and hold a record date meeting of its stockholders (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled referred to vote on the Mergers (herein as the “Company Stockholder Meeting” and the meeting of the stockholders of Purchaser referred to herein as the “Purchaser Stockholder Meeting”) at which meeting as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. Each of Purchaser and, subject to Section 5.8(b), the Company shall seek the Company Stockholder Approvalshall, which record date shall be no later than ten (10i) days after the date on which the Registration Statement is declared effective under the 1933 Actthrough its Board of Directors, recommend to its stockholders adoption of this Agreement, (ii) cause include such recommendation in the Joint Proxy Statement/-Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, obtain from its stockholders a vote approving and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meetingadopting this Agreement. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated at any time prior to the Effective Time, the Company’s Board of Directors may, if it concludes in accordance good faith (after consultation with its termsoutside legal advisors) that the failure to do so would cause it to violate its fiduciary duties under applicable law, withdraw, modify or change its recommendation that the obligations stockholders of the Company approve this Agreement in a manner adverse to Purchaser (a “Change of Recommendation”); provided that prior to any such Change of Recommendation, the Company shall have complied in all material respects with Section 5.1, given Purchaser written notice promptly (and Parent under Section 8.03 in any event within twenty-four (24) hours) advising it of the decision of the Company’s Board of Directors to take such action and, in the event the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal, including the identity of the person making any such Acquisition Proposal or inquiry and the material terms of such Acquisition Proposal or inquiry; and provided, further, that in the event the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such notice to propose revisions to the terms of this Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, the Company shall have negotiated, and shall have caused its financial and legal advisors to negotiate, in good faith with Purchaser with respect to such proposed revisions or other proposal; and (ii) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Purchaser, if any, that such Acquisition Proposal constitutes a Superior Proposal. In the event the Company’s Board of Directors does not make the determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or change its recommendation that the stockholders of the Company approve this Agreement in connection with a new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change. In the event of any material revisions to the Acquisition Proposal that result in terms that are less favorable to the Company, the Company shall be required to deliver a new written notice to Purchaser and to again comply with the requirements of this Section 8.04 5.8(b) with respect to such new written notice, except that the three (3) Business Day period referred to above shall continue in full force and effectbe reduced to two (2) Business Days. In addition to the foregoing, the Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, Purchaser and the Company shallwill each submit to its respective stockholders this Agreement and any other matters required to be approved or adopted by stockholders to carry out the intentions of this Agreement. In furtherance of that obligation, in consultation with ParentPurchaser and the Company each will take, in accordance with Applicable Law applicable law and the Company Organizational Documentsits Articles of Incorporation and bylaws, (i) establish all action necessary to call, give notice of, convene and hold a record date meeting of its stockholders (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled referred to vote on the Mergers (herein as the “Company Stockholder Meeting” and the meeting of the stockholders of Purchaser referred to herein as the “Purchaser Stockholder Meeting”) at which meeting as promptly as practicable to consider and vote on approval and adoption of this Agreement and the transactions provided for in this Agreement. Each of Purchaser and, subject to Section 5.8(b), the Company shall seek the Company Stockholder Approvalshall, which record date shall be no later than ten (10i) days after the date on which the Registration Statement is declared effective under the 1933 Actthrough its Board of Directors, recommend to its stockholders adoption of this Agreement, (ii) cause include such recommendation in the Joint Proxy Statement/-Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, obtain from its stockholders a vote approving and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meetingadopting this Agreement. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated at any time prior to the Company Stockholder Meeting, the Company’s Board of Directors may, if it concludes in accordance good faith (after consultation with its termsoutside legal advisors) that the failure to do so would be reasonably likely to result in a violation of its fiduciary duties under applicable law, withdraw, modify or change its recommendation that the obligations stockholders of the Company approve this Agreement in a manner adverse to Purchaser (a “Change of Recommendation”); provided that prior to any such Change of Recommendation, the Company shall have complied in all material respects with Section 5.1, given Purchaser written notice promptly (and Parent under Section 8.03 in any event within twenty-four (24) hours) advising it of the decision of the Company’s Board of Directors to take such action and, if the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal or inquiry, including the identity of the Person making any such Acquisition Proposal; and provided, further, that if the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such notice to Purchaser to propose revisions to the terms of this Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, the Company shall have negotiated in good faith with Purchaser with respect to such proposed revisions or other proposal; and (ii) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Purchaser, if any, that such Acquisition Proposal constitutes a Superior Proposal. If the Company’s Board of Directors does not make the determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or change its recommendation that the stockholders of the Company approve this Agreement in connection with a new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change. In the event of any material revisions to the Acquisition Proposal that result in terms that are less favorable to the Company, the Company shall be required to deliver a new written notice to Purchaser and to again comply with the requirements of this Section 8.04 5.8(b) with respect to such new written notice, except that the three (3) Business Day period referred to above shall continue in full force and effectbe reduced to two (2) Business Days. In addition to the foregoing, the Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness Each of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law Parent and the Company Organizational Documentsshall call, (i) establish give notice of, convene and hold a record date meeting of its stockholders (the “Company Record Date”) for, duly call Parent Meeting” and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”,” respectively) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall to be no later than ten (10) days held as soon as reasonably practicable after the date on which the Registration Statement Form S-4 is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the purpose of obtaining the Requisite Company Stockholder Meeting) Vote and the Requisite Parent Vote required in connection with this Agreement and the First-Step Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to be mailed approve a merger agreement or otherwise approve the transactions contemplated hereby, and each shall use its reasonable best efforts to its stockholders cause such meetings to occur as soon as reasonably practicable and (iii) within forty (40) days after on the Company Record Date, duly convene same date. The Board of Directors of each of Parent and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to takeobtain from the stockholders of Parent and the Company, or cause to be takenas the case may be, all actionsthe Requisite Parent Vote, and do or cause to be done all things, necessary, proper or advisable on its part to cause in the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent case of Parent, adjournand the Requisite Company Vote, postpone or otherwise delay in the case of the Company, including by communicating to its respective stockholders its recommendation (and including such recommendation in the Joint Proxy Statement) that they approve (i) this Agreement and the transactions contemplated hereby, in the case of the Company Stockholder Meeting; provided that and (ii) the Company mayissuance of shares of Parent Common Stock in connection with the First-Step Merger, without in the prior written consent case of Parent. (b) Subject to Section 8.1 and Section 8.2, if the Board of Directors of Parent, adjourn or postpone after receiving the Company Stockholder Meetingadvice of its outside counsel and, after consultation with Parentrespect to financial matters, if the Company believes its financial advisors, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend approval of the issuance of shares of Parent Common Stock in connection with the First-Step Merger, then in submitting such adjournment issuance of shares to its stockholders, the Board of Directors of Parent may (but shall not be required to) submit the share issuance to Parent’s stockholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or postponement is reasonably necessary amended), in which event the Board of Directors of Parent may communicate the basis for its lack of a recommendation to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to Parent’s stockholders in the Joint Proxy Statement/Prospectus Statement or an appropriate amendment or supplement thereto to the extent required by Law. (c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement, then the Board of Directors of the Company may fail to make such recommendation, or withdraw, modify or change any such recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the Board of Directors of the Company has determined may not take any actions under this sentence unless (i) it gives Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of the Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement) and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith after consultation with outside legal counsel is necessary that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under Applicable applicable Law and for such supplement or to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be reviewed by the Company’s stockholders prior deemed to the Company Stockholder Meetingbe a new Acquisition Proposal for purposes of this Section 6.8(c) and will require a new notice period as referred to in this Section 6.8(c). (bd) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as or the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting or the Company Meeting, after consultation with as the Companycase may be, if if, as of the time for which such meeting is originally scheduled there are insufficient shares of Parent believes Common Stock or Company Common Stock, as the case may be, represented (either in good faith that such adjournment person or postponement is reasonably by proxy) to constitute a quorum necessary to allow reasonable additional time to (x) solicit additional conduct the business of such meeting, or if on the date of such meeting the Company or Parent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Requisite Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal Vote or the public proposal or announcement or other submission to Requisite Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectVote.

Stockholder Meetings. (a) As promptly soon as practicable following the effectiveness of the Registration Statementdate hereof, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of for a meeting of the stockholders of the Company entitled to vote on the Mergers Stockholders (such meeting or any adjournment or postponement thereof, the “Company Stockholder Meeting”) at which meeting for the purpose of voting to approve the Merger in accordance with the MBCA and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall seek duly call, give notice of, convene and hold the Company Stockholder Approval, which record date shall be Meeting as promptly as practicable (and in any event no later than ten (1060 calendar days) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus is disseminated to Company Stockholders; provided that nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting on any occasion if (and all other i) there are holders of insufficient shares of the Company Common Stock present or represented by a proxy materials for at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting, (ii) the Company is required to be mailed to postpone or adjourn the Company Stockholder Meeting by applicable Law, Order or a request from the SEC or its stockholders and staff, or (iii) within forty after prior consultation with Parent, the Company Board or any authorized committee thereof shall have determined in good faith (40after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with a Company Board Recommendation Change) or (B) to provide additional time to solicit proxies from Company Stockholders; provided, further, that the Company shall not postpone or adjourn the Company Stockholder Meeting to a date that is (x) in the aggregate more than thirty (30) days after the Company Record Date, duly convene and hold date for which the Company Stockholder MeetingMeeting was originally scheduled (other than, following consultation with Parent, any adjournments or postponements required by applicable Law, Order or a request from the SEC or its staff) or (y) less than five (5) Business Days prior to the Termination Date, in the case of the foregoing clauses (i) or (iii). Subject All other postponements or adjournments shall require the prior written consent of Parent. The Company shall, on the reasonable request of Parent, advise Parent promptly as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder Approval. (b) The Company shall submit the Merger for approval by the Company Stockholders at the Company Stockholder Meeting and solicit from the Company Stockholders proxies with respect to the approval of the Merger in accordance with Massachusetts Law. Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.026.5, the Joint Proxy Statement/Prospectus will include the Company shall Board Recommendation and the Company will use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause secure the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall notWithout limiting the generality of the foregoing, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided agrees that (i) its obligations pursuant to the first sentence of this Section 6.4(b) shall be unconditional unless this Agreement is terminated pursuant to Article VIII whether or not the Company may, without Board shall have made a Company Board Recommendation Change and (ii) its obligations pursuant to the prior written consent second sentence of Parent, adjourn this Section 6.4(b) shall be unconditional unless this Agreement is terminated pursuant to Article VIII or postpone the Company Stockholder Meeting, after consultation with Parent, if the Board shall have made a Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed Recommendation Change specifically permitted by the Company’s stockholders prior to the Company Stockholder MeetingSection 6.5. (bc) As promptly soon as practicable following the effectiveness of the Registration Statementdate hereof, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of for a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance Stockholders (such meeting or any adjournment or postponement thereof, the “Parent Stockholder Meeting”) at which meeting for the purpose of voting to approve the Parent Common Stock Issuance in accordance with Parent’s Constitutional Documents, Delaware Law and the rules and regulations of Nasdaq and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. Parent shall seek duly call, give notice of, convene and hold the Parent Stockholder Approval, Meeting as promptly as practicable (iiand in any event no later than 60 calendar days) cause after the Joint Proxy Statement/Prospectus is disseminated to Parent Stockholders; provided that nothing herein shall prevent Parent from postponing or adjourning the Parent Stockholder Meeting on any occasion if (and all other i) there are holders of insufficient shares of the Parent Common Stock present or represented by a proxy materials for at the Parent Stockholder Meeting to constitute a quorum at the Parent Stockholder Meeting, (ii) Parent is required to be mailed to postpone or adjourn the Parent Stockholder Meeting by applicable Law, Order or a request from the SEC or its stockholders and staff, or (iii) duly convene after prior consultation with the Company, the Parent Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Parent Stockholder Meeting in order to (A) give Parent Stockholders sufficient time to evaluate any information or disclosure that Parent has sent to Parent Stockholders or otherwise made available to Parent Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with a Parent Board Recommendation Change) or (B) to provide additional time to solicit proxies from Parent Stockholders; provided, further, that Parent shall not postpone or adjourn the Parent Stockholder Meeting to a date that is (x) in the aggregate more than thirty (30) days after the date for which the Parent Stockholder Meeting was originally scheduled (other than, following consultation with Parent any adjournments or postponements required by applicable Law, Order or a request from the SEC or its staff) or (y) less than five (5) Business Days prior to the Termination Date, in the case of the foregoing clauses (i) or (iii). All other postponements or adjournments shall require the prior written consent of the Company. Parent shall, on the reasonable request of the Company, advise the Company promptly as to the aggregate tally of proxies received by Parent with respect to the Parent Stockholder Approval. (d) Parent shall submit the Merger and the Parent Common Stock Issuance for approval by the Parent Stockholders at the Parent Stockholder Meeting and solicit from the Parent Stockholders proxies with respect to the approval of the Merger and the Parent Common Stock Issuance in accordance with Delaware Law and the rules and regulations of Nasdaq. Unless the Parent Board or any authorized committee thereof shall have effected a Parent Board Recommendation Change specifically permitted by Section 6.6, the Joint Proxy Statement/Prospectus will include the Parent Board Recommendation and Parent will use its reasonable best efforts to secure the Parent Stockholder Approval at the Parent Stockholder Meeting. Without limiting the generality of the foregoing, Parent agrees that (i) its obligations pursuant to the first sentence of this Section 6.4(d) shall be unconditional unless this Agreement is terminated pursuant to Article VIII whether or not the Parent Board shall have made a Parent Board Recommendation Change and (ii) its obligations pursuant to the second sentence of this Section 6.4(d) shall be unconditional unless this Agreement is terminated pursuant to Article VIII or the Parent Board shall have made a Parent Board Recommendation Change specifically permitted by Section 6.6. (e) The Company and Parent will use their respective reasonable best efforts to hold the Company Stockholder Meeting and the Parent Stockholder Meeting on the same date and time as soon as reasonably practicable after the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent date of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meetingthis Agreement. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. The Company will take all action necessary to convene a special meeting of the holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement (aincluding any adjournments or postponements thereof, the "Company Stockholders Meeting") As as promptly as practicable following after the effectiveness of Form F-4 has been declared effective by the Registration StatementSEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company shallmay, in consultation with Parentthe event that an Acquisition Proposal is made within such 10-day period, in accordance with Applicable Law and postpone the Company Organizational Documents, (i) establish Stockholders Meeting for a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled period not to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) exceed 14 days after following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent"s shareholders at which a resolution will be proposed to consider the Registration Statement is declared effective under approval of the 1933 Act, (ii) cause authorization of Parent Shares to be issued in the Joint Proxy Statement/Prospectus (Merger and all other proxy materials for pursuant to Company Options and the Company Stockholder Meeting) Stock-Based Awards to be mailed to its stockholders and assumed in the Merger (iiithe "Parent Shareholders Meeting") within forty (40) days as promptly as practicable after the Company Record Date, duly convene and hold the Company Stockholder Meetingdate hereof. Subject to Section 6.02the terms of this Agreement and subject to its fiduciary obligations under applicable law, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law shall recommend to its stockholders, the adoption of this Agreement and for shall use best reasonable efforts to solicit such supplement authorization or amendment to be reviewed by adoption, as the Company’s stockholders prior case may be. In the event that subsequent to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statementdate hereof, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company determines that this Agreement is no longer advisable and either makes no recommendation or any of recommends that its Representatives of a stockholders reject this Agreement, the Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in shall nevertheless submit this Agreement to the contrary, holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement is shall have been terminated in accordance with its terms, terms prior to the obligations Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Company and Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under Section 8.03 and this Section 8.04 shall continue in full force and effectapplicable law.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration StatementThe Company shall take all steps necessary to duly call, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of of, convene and hold a meeting of the its stockholders of the Company entitled to vote on the Mergers (the “"Company Stockholder Stockholders Meeting”") at which meeting the Company shall seek the Company Stockholder Approval, which record date shall to be no later than ten (10) days held as soon as is reasonably practicable after the date on which the Registration Statement Form S-4 becomes effective for the purpose of voting upon the adoption of this Agreement and the consummation of the transactions contemplated hereby. The Company will, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement and the transactions contemplated hereby; provided, however, that the Company's Board of Directors may withdraw, modify, condition or refuse to make such recommendation if (i) the Company is declared effective under not in breach of, and has not breached, any of the 1933 Actprovisions of Section 6.2, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders receives an unsolicited, bona fide written takeover proposal which constitutes a Superior Proposal, and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Company's Board of Directors of the Company has determined determines in good faith after consultation with its outside financial and legal counsel is necessary advisors that the failure to take such action would reasonably be likely to breach its fiduciary obligations under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior applicable law. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated, this Agreement shall be submitted to the stockholders of the Company Stockholder Meetingat such meeting for the purpose of voting on the approval and adoption of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligations. (b) As promptly as practicable following the effectiveness of the Registration StatementParent shall take all steps necessary to duly call, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of of, convene and hold a meeting of the its stockholders of Parent entitled to vote on the Parent Share Issuance (the “"Parent Stockholder Stockholders Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting") to be mailed held as soon as is reasonably practicable after the date on which the Form S-4 becomes effective for the purpose of voting upon the approval of the issuance of shares of Parent Common Stock pursuant to the Merger. Parent will, through its Board of Directors, recommend to its stockholders and (iii) duly convene and hold approval of the issuance of shares of Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable Common Stock pursuant to the Parent Stockholder Meeting. Parent shall notMerger; provided, without the prior written consent of the Companyhowever, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Parent's Board of Directors of Parent has determined may withdraw, modify, condition or refuse to make such recommendation if it determines in good faith after consultation with its outside financial and legal counsel is necessary advisors that the failure to take such action would reasonably be likely to breach its fiduciary obligations under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior applicable law. Notwithstanding anything to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrarycontrary herein, unless this Agreement is terminated in accordance with its termshas been terminated, this Agreement shall be submitted to the obligations stockholders of Parent at such meeting for the Company purpose of voting on the approval and adoption of this Agreement and nothing contained herein shall be deemed to relieve Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectof such obligations.

Stockholder Meetings. (a) As Company shall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable following after the effectiveness date hereof for the purpose of voting upon the Registration approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Parent and Company shall use all reasonable efforts to hold the Company shall, in consultation with Parent, in accordance with Applicable Law Parent Stockholders' Meeting and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote Stockholders' Meeting on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days same day and as soon as practicable after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholder Stockholders' Meeting or the Parent Stockholders' Meeting) , as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to be mailed to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its stockholders recommendation of this Agreement and (iii) within forty (40) days after the Company Record DateMerger in compliance with Section 5.4, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its all reasonable best efforts to take, or cause to be taken, all actions, solicit from its stockholders proxies in favor of the approval of this Agreement and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment Merger pursuant to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and take all other proxy materials for action necessary or advisable to secure the Parent Stockholder Meeting) vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meetingobtain such approval. Subject to Section 7.02, Parent shall use its all reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on solicit from its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent stockholders proxies in favor of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment Share Issuance pursuant to the Joint Proxy Statement/Prospectus that and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware Law or applicable stock exchange requirements to obtain such approval. Company shall call and hold the Company Stockholders' Meeting for the purpose of voting upon the approval of this Agreement and the Merger whether or not Company's Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior at any time subsequent to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless date hereof determines that this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectno longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) As promptly The Company and Parent will each, as soon as practicable following the effectiveness date of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Registration StatementCompany) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the Company shallmaking of, in consultation with or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent, 's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with Applicable Law the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company Organizational Documentswill, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) establish a record date the Company 57 has complied with Section 4.2 and (ii) (A) in the “Company Record Date”) for, duly call and give notice of a meeting reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company notifies Parent that it has determined resolved to withdraw or modify its recommendation in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by favor of the Company’s stockholders prior to approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, that it has elected not to enter into such definitive written agreement to effect the Parent shallAcquisition Event, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined the Company shall rescind any resolution to withdraw or modify its recommendation in good faith after consultation with outside legal counsel is necessary under Applicable Law and favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for such supplement approval whether or amendment to be reviewed by Parent’s stockholders prior not the Board of Directors of the Company determines at any time subsequent to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated date hereof and in accordance with its terms, the obligations terms of this Section 5.1 that the Merger Agreement is no longer advisable and recommends that the stockholders of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectreject it.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, Fusion shall take all lawful action to (i) establish cause the stockholders of Fusion to execute a record date unanimous consent approving the terms of this Agreement, or (ii) cause a special meeting of its stockholders (the “Company Record Date”"Fusion Stockholder Meeting") forto be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the approval and adoption of this Agreement and (iii) solicit proxies from its stockholders to obtain the Fusion Requisite Vote for the approval and adoption of this Agreement. The Fusion Board shall recommend approval and adoption of this Agreement and the Merger by Fusion's stockholders and the Fusion Board shall not withdraw, duly call amend or modify in a manner adverse to Parent such recommendation (or announce publicly its intention to do so). (b) Parent, as sole stockholder of Merger Subsidiary, shall execute a written consent or otherwise take such steps as may be necessary to satisfy applicable stockholder approval requirements relating to the Merger. (c) Parent and give notice of IDM shall take all lawful action to (i) cause a special meeting of the stockholders of the Company entitled to vote on the Mergers IDM (the “Company "Parent Stockholder Meeting”") at which meeting the Company shall seek the Company Stockholder Approval, which record date shall to be no later than ten (10) days duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on which the Registration Statement is declared effective under approval of the 1933 Act, Action Items (as defined in Section 6.4 below) and (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its solicit proxies from IDM's stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Requisite Vote. IDM's Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations shall recommend approval of the Company and Parent Action Items by IDM's stockholders and, except as required to comply with their fiduciary duty under Section 8.03 and this Section 8.04 applicable Law, IDM's Board shall continue not be permitted to withdraw, amend or modify in full force and effecta manner adverse to Fusion such recommendation (or announce publicly its intention to do so).

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a special meeting of the stockholders of the Company entitled to vote on the Mergers Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, ; (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders stockholders; and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02‎6.3, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) Following the execution of this Agreement, Parent shall, in consultation with the Company, set a record date for the Parent Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a special meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance and the Parent Charter Amendment (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, ; (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders stockholders; and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and at the same time as the Company Stockholder Meeting. Subject to Section 7.02‎7.2, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. . (c) Following the execution of this Agreement, Parent and the Company shall each set a record date for their respective annual meetings of stockholders (respectively, the “Parent Annual Meeting” and “Company Annual Meeting”) and shall use commercially reasonable efforts to duly call, give notice of and hold such annual meetings of stockholders as soon as is reasonably practicable following the date hereof, and in any event prior to May 15, 2020. (d) Each of the Company and Parent shall not, without coordinate with the prior written consent of other regarding the Company, adjourn, postpone or otherwise delay record date and the Parent meeting date for the Company Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone Meeting and the Parent Stockholder Meeting, after consultation with it being the Company, if intention of the Company and Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board record date and meeting date for each such meeting of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to stockholders shall be reviewed by Parent’s stockholders prior to the Parent Stockholder Meetingsame. (ce) Notwithstanding (xi) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, ; or (yii) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contraryProposal, unless this Agreement is terminated in accordance with its termsterms and subject to the fiduciary duties of the Board of Directors of the Company and the Board of Directors of Parent, as applicable, under Applicable Law, the obligations of the Company and Parent under Section 8.03 ‎Section ‎8.2 and this Section 8.04 ‎Section ‎8.3 shall continue in full force and effect.

Stockholder Meetings. (a) As promptly Watson Wyatt, acting through the Watson Wyatt Board, shall take all action necessary to convene and hold, as soon as reasonably practicable following after the effectiveness of the Registration Statementdate hereof, the Company shallWatson Wyatt Stockholder Meeting and submit this Agreement to Watson Wyatt’s stockholders for a vote. Except in the case of an Adverse Recommendation Change specifically permitted by Section 5.2(b), in consultation with ParentWatson Wyatt, in accordance with Applicable Law and through the Company Organizational DocumentsWatson Wyatt Board, shall (i) establish a record date (the “Company Record Date”) for, duly call recommend to Watson Wyatt’s stockholders that they approve and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Actadopt this Agreement, (ii) cause use all reasonable best efforts to solicit the Watson Wyatt Stockholder Approval, (iii) include such recommendation in the Joint Proxy Statement/Prospectus Prospectus, and (iv) publicly reaffirm such recommendation within one Business Day after a request to do so by Towers Perrin. Without limiting the generality of the foregoing, Watson Wyatt agrees that its obligations pursuant to the first sentence of this Section 5.3(a) (including, without limitation, the obligation to submit this Agreement to Watson Wyatt’s stockholders for a vote) shall not be affected by the commencement, public proposal, public disclosure, or communication to Watson Wyatt or any other Person of any Acquisition Proposal or the occurrence of any Adverse Recommendation Change. Watson Wyatt shall not submit to the vote of its stockholders any proposal relating to an Acquisition Proposal other than the Mergers prior to the termination of this Agreement. (b) Towers Perrin, acting through the Towers Perrin Board, shall take all action necessary to convene and all other proxy materials hold, as soon as reasonably practicable after the date hereof, the Towers Perrin Shareholder Meeting and submit this Agreement to Towers Perrin’s shareholders for a vote. Except in the Company Stockholder Meetingcase of an Adverse Recommendation Change specifically permitted by Section 5.2(b), Towers Perrin, through the Towers Perrin Board shall (i) to be mailed recommend to its stockholders shareholders that they approve and adopt this Agreement and approve the amendment of Article VI of the Towers Perrin Bylaws in connection therewith, (iiiii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its all reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Towers Perrin Shareholder Approval, or (yiii) distribute any supplement or amendment to include such recommendation in the Joint Proxy Statement/Prospectus that Prospectus, and (iv) publicly reaffirm such recommendation within one Business Day after a request to do so by Watson Wyatt. Without limiting the Board of Directors generality of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and foregoing, Towers Perrin agrees that its obligations pursuant to the first sentence of this Section 5.3(b) (including, without limitation, the obligation to submit this Agreement to Towers Perrin’s shareholders for such supplement or amendment to a vote) shall not be reviewed affected by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statementcommencement, the Parent shallpublic proposal, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to takepublic disclosure, or cause communication to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting Towers Perrin or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent other Person of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission occurrence of any Adverse Recommendation Change. Towers Perrin shall not submit to Parent or any the vote of its Representatives of a Parent shareholders any proposal relating to an Acquisition Proposal or (z) anything in this Agreement other than the Mergers prior to the contrary, unless termination of this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectAgreement.

Stockholder Meetings. (a) As promptly The Company and Parent will each, as soon as practicable following the effectiveness date of this Agreement, duly call, give notice of, convene and hold a meeting of stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Registration StatementCompany) and the Share Issuance (in the case of Parent). The Company and Parent shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day. Parent will, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to the Company, such recommendation, except if in the reasonable good faith judgment of Parent's Board of Directors, on the basis of the advice of outside corporate counsel of Parent, the Company shallmaking of, in consultation with or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Parent, 's stockholders under applicable law. Parent agrees to submit the Share Issuance to its stockholders for approval whether or not the Board of Directors of Parent determines at any time subsequent to the date hereof and in accordance with Applicable Law the preceding sentence that the Share Issuance is no longer advisable and recommends that the stockholders of Parent reject it. The Company Organizational Documentswill, through its Board of Directors, recommend to its stockholders approval of this Agreement, shall use all reasonable efforts to solicit such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent, such recommendation, except if (i) establish a record date the Company has complied with Section 4.2 and (ii) (A) in the “Company Record Date”) for, duly call and give notice of a meeting reasonable good faith judgment of the Company's Board of Directors, on the basis of the advice of outside corporate counsel of the Company, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to the Company's stockholders under applicable law or (B) (x) the Board of Directors of the Company, after due deliberation and in the good faith exercise of its fiduciary duties under applicable law (as advised by outside corporate counsel of the Company), determines (1) to withdraw or modify such recommendation solely because Parent notifies the Company that it intends to enter into or has entered into a definitive written agreement to effect a Parent Acquisition Event (as defined herein) and (2) that, solely as a result of such Parent Acquisition Event, the Merger is no longer in the best interests of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company notifies Parent that it has determined resolved to withdraw or modify its recommendation in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by favor of the Company’s stockholders prior to approval of this Agreement within five business days of the receipt of Parent's notice. In the event Parent subsequently notifies the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, that it has elected not to enter into such definitive written agreement to effect the Parent shallAcquisition Event, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined the Company shall rescind any resolution to withdraw or modify its recommendation in good faith after consultation with outside legal counsel is necessary under Applicable Law and favor of approval of this Agreement. The Company agrees to submit the Merger Agreement to its stockholders for such supplement approval whether or amendment to be reviewed by Parent’s stockholders prior not the Board of Directors of the Company determines at any time subsequent to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated date hereof and in accordance with its terms, the obligations terms of this Section 5.1 that the Merger Agreement is no longer advisable and recommends that the stockholders of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectreject it.

Stockholder Meetings. The Company will take all action necessary to convene a special meeting of the holders of the Company’s Common Stock at which the holders of the Company’s Common Stock will consider the adoption of this Agreement (aincluding any adjournments or postponements thereof, the “Company Stockholders Meeting”) As as promptly as practicable following after the effectiveness of Form F-4 has been declared effective by the Registration StatementSEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company shallmay, in consultation with Parentthe event that an Acquisition Proposal is made within such 10-day period, in accordance with Applicable Law and postpone the Company Organizational Documents, (i) establish Stockholders Meeting for a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled period not to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) exceed 14 days after following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent’s shareholders at which a resolution will be proposed to consider the Registration Statement is declared effective under approval of the 1933 Act, (ii) cause authorization of Parent Shares to be issued in the Joint Proxy Statement/Prospectus (Merger and all other proxy materials for pursuant to Company Options and the Company Stockholder Meeting) Stock-Based Awards to be mailed to its stockholders and assumed in the Merger (iiithe “Parent Shareholders Meeting”) within forty (40) days as promptly as practicable after the Company Record Date, duly convene and hold the Company Stockholder Meetingdate hereof. Subject to Section 6.02the terms of this Agreement and subject to its fiduciary obligations under applicable law, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law shall recommend to its stockholders, the adoption of this Agreement and for shall use best reasonable efforts to solicit such supplement authorization or amendment to be reviewed by adoption, as the Company’s stockholders prior case may be. In the event that subsequent to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statementdate hereof, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company determines that this Agreement is no longer advisable and either makes no recommendation or any of recommends that its Representatives of a stockholders reject this Agreement, the Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in shall nevertheless submit this Agreement to the contrary, holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement is shall have been terminated in accordance with its terms, terms prior to the obligations Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Company and Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent’s Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under Section 8.03 and this Section 8.04 shall continue in full force and effectapplicable law.

Stockholder Meetings. (a) As promptly as practicable following DFBS will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the effectiveness intentions of the Registration Statementthis Agreement. In furtherance of that obligation, the Company shall, in consultation with ParentDFBS will take, in accordance with Applicable Law applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "DFBS STOCKHOLDER MEETING") as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the Company Organizational Documentstransactions provided for in this Agreement. DFBS's Board of Directors will use all reasonable best efforts to obtain from DFBS's stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) establish a record date (the “Company Record Date”) for, duly call and give notice DFBS's Board of a meeting Directors shall recommend to DFBS's stockholders approval of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Actthis Agreement, (ii) cause the Joint Proxy Statement/-Prospectus (and all other proxy materials for shall include a statement to the Company Stockholder Meeting) to be mailed to its effect that DFBS's Board of Directors has recommended that DFBS's stockholders vote in favor of the approval of this Agreement, and (iii) within forty (40) days after the Company Record Dateneither DFBS's Board of Directors nor any committee thereof shall withdraw, duly convene and hold the Company Stockholder Meeting. Subject amend or modify, or propose or resolve to Section 6.02withdraw, amend or modify in a manner adverse to FCCO, the Company shall recommendation of DFBS's Board of Directors that DFBS's stockholders vote in favor of approval of this Agreement or make any statement in connection with the DFBS Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if DFBS's Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to recommend this Agreement, then in submitting the Agreement to stockholders at the DFBS Stockholder Meeting it may submit the Agreement without recommendation and will no longer be under any obligation to use its reasonable best efforts to takeobtain from DFBS's stockholders a vote approving this Agreement, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on in which case the Board of Directors may communicate the basis for its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable lack of a recommendation to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes stockholders in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/-Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such or an appropriate amendment or supplement or amendment to be reviewed by the Company’s stockholders prior thereto to the Company Stockholder Meetingextent required by law. (b) As promptly as practicable following FCCO will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the effectiveness intentions of the Registration Statementthis Agreement. In furtherance of that obligation, the Parent shall, in consultation with the CompanyFCCO will take, in accordance with Applicable Law applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "FCCO STOCKHOLDER MEETING") as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the Parent Organizational Documentstransactions provided for in this Agreement. FCCO's Board of Directors will use all reasonable best efforts to obtain from FCCO's stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) establish a record date (which date FCCO's Board of Directors shall be the same as the Company Record Date) for, duly call and give notice recommend to FCCO's stockholders approval of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approvalthis Agreement, (ii) cause the Joint Proxy Statement/-Prospectus (and all other proxy materials for shall include a statement to the Parent Stockholder Meeting) to be mailed to its effect that FCCO's Board of Directors has recommended that FCCO's stockholders vote in favor of the approval of this Agreement, and (iii) duly convene and hold neither FCCO's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to DFBS, the Parent recommendation of FCCO's Board of Directors that Aquiror's stockholders vote in favor of approval of this Agreement or make any statement in connection with the FCCO Stockholder Meeting on inconsistent with such recommendation. Notwithstanding the same date and time as the Company Stockholder Meeting. Subject to Section 7.02foregoing, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent if FCCO's Board of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder MeetingDirectors, after consultation with and based on the Companyadvice of counsel, if Parent believes determines in good faith that such adjournment or postponement is reasonably necessary it would result in a violation of its fiduciary duties under applicable law to allow reasonable additional time recommend this Agreement, then in submitting the Agreement to (x) solicit additional proxies necessary stockholders at the FCCO Stockholder Meeting it may submit the Agreement without recommendation, in which case the Board of Directors may communicate the basis for its lack of a recommendation to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to stockholders in the Joint Proxy Statement/-Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such or an appropriate amendment or supplement or amendment to be reviewed by Parent’s stockholders prior thereto to the Parent Stockholder Meetingextent required by law. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a special meeting of the stockholders of the Company entitled to vote on the Mergers Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, ; (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders stockholders; and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.026.3, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) Following the execution of this Agreement, Parent shall, in consultation with the Company, set a record date for the Parent Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a special meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance and the Parent Charter Amendment (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, ; (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders stockholders; and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and at the same time as the Company Stockholder Meeting. Subject to Section 7.027.2, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. . (c) Following the execution of this Agreement, Parent and the Company shall each set a record date for their respective annual meetings of stockholders (respectively, the “Parent Annual Meeting” and “Company Annual Meeting”) and shall use commercially reasonable efforts to duly call, give notice of and hold such annual meetings of stockholders as soon as is reasonably practicable following the date hereof, and in any event prior to May 15, 2020. (d) Each of the Company and Parent shall not, without coordinate with the prior written consent of other regarding the Company, adjourn, postpone or otherwise delay record date and the Parent meeting date for the Company Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone Meeting and the Parent Stockholder Meeting, after consultation with it being the Company, if intention of the Company and Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board record date and meeting date for each such meeting of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to stockholders shall be reviewed by Parent’s stockholders prior to the Parent Stockholder Meetingsame. (ce) Notwithstanding (xi) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, ; or (yii) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contraryProposal, unless this Agreement is terminated in accordance with its termsterms and subject to the fiduciary duties of the Board of Directors of the Company and the Board of Directors of Parent, as applicable, under Applicable Law, the obligations of the Company and Parent under Section 8.03 8.2 and this Section 8.04 8.3 shall continue in full force and effect.

Stockholder Meetings. (a) As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Company Organizational Company’s Constituent Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Stockholders Meeting”) at which meeting for the Company shall seek purpose of obtaining the Company Stockholder Approval, which record date shall Approval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be no later than ten (10) days after held promptly following the date on which effectiveness of the Registration Statement is declared effective under the 1933 ActForm S-4), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Stockholders Meeting. Subject to Section 6.027.5(d) (Company No Solicitation), the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Company Stockholder Stockholders Meeting. The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder MeetingStockholders Meeting (A) if, after consultation with Parent, if the Company believes in good faith that such adjournment adjournment, postponement or postponement delay is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholders Meeting has been adjourned, postponed or otherwise delayed by Parent in accordance with Section 7.2(b), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). Notwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than a proposal relating to executive compensation as required by applicable Law and an adjournment proposal) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. Subject to Section 7.5(d), neither the Board of Directors of the Company nor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), the Company Recommendation, (y) take any public action or make any public statement in connection with the Company Stockholders Meeting adverse to such Company Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Takeover Proposal (any of the actions described in clauses (x), (y) or (z), a “Change in Recommendation”); provided that the Board of Directors of the Company may make a Change in Recommendation in accordance with Section 7.5(d) (Company No Solicitation); provided, further, that a determination by the Board of Directors of the Company that a Takeover Proposal constitutes a Superior Proposal in accordance with Section 7.5, that an Intervening Event has occurred in accordance with Section 7.5(d) or the delivery of any notices to Parent by the Company pursuant to Section 7.5(d) shall not, in and of itself, constitute a Change in Recommendation. Subject to Section 7.5(d), the Joint Proxy Statement/Prospectus shall include the Company Recommendation. (b) As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Parent shall, in consultation with the Company, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Parent Organizational Parent’s Constituent Documents, (i) establish a record date (which date shall be the same as the Company Record Date) (the “Parent Record Date”) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Stockholders Meeting”) at which meeting Parent shall seek for the purpose of obtaining the Parent Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Parent Record Date to be held on the same day as the Company Record Date), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Stockholders Meeting. Subject to Section 7.027.19(d) (Parent No Solicitation), Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Stockholders Meeting. Parent shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld conditioned or delayed), adjourn, postpone or otherwise delay the Parent Stockholders Meeting; provided that Parent may, notwithstanding the foregoing, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder MeetingStockholders Meeting (A) if, after consultation with the Company, if Parent believes in good faith that such adjournment adjournment, postponement or postponement delay is reasonably necessary to allow reasonable additional time to (x1) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y2) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Company Stockholders Meeting has been adjourned, postponed or otherwise delayed by the Company in accordance with Section 7.2(a), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). Notwithstanding the foregoing, Parent may not, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Parent Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of the Company (such consent not to be unreasonably withheld conditioned or delayed), the issuance of Parent Common Stock in connection with the Merger shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by Parent’s stockholders in connection with this Agreement and the Transactions, including any adjournment proposal) that Parent shall propose to be acted on by the stockholders of Parent at the Parent Stockholders Meeting. Subject to Section 7.19(d), neither the Board of Directors of Parent nor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to the Company) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to the Company), the Parent Recommendation, (y) take any public action or make any public statement in connection with the Parent Stockholders Meeting adverse to such Parent Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Parent Takeover Proposal (any of the actions described in clauses (x), (y) or (z) a “Parent Change in Recommendation”); provided, that the Board of Directors of Parent may make a Parent Change in Recommendation in accordance with Section 7.19(d); provided, further, that a determination by the Board of Directors of Parent that a Parent Takeover Proposal constitutes a Parent Superior Proposal in accordance with Section 7.19, a Parent Intervening Event has occurred in accordance with Section 7.19(d) or the delivery of any notices to the Company by Parent pursuant to Section 7.19(d) shall not, in and of itself, constitute a Parent Change in Recommendation. Subject to Section 7.19(d), the Joint Proxy Statement/Prospectus shall include the Parent Recommendation. (c) Notwithstanding (xi) any Company Adverse Change in Recommendation Change or Parent Adverse Recommendation ChangeChange in Recommendation, (yii) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or Takeover Proposal, (iii) the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Takeover Proposal or (ziv) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 7.2 shall continue in full force and effect. (d) Notwithstanding anything to the contrary herein, it is the intention of the parties that, and each of the parties shall reasonably cooperate and use their commercially reasonable efforts to cause, the date and time of the Company Stockholders Meeting and the Parent Stockholders Meeting to be coordinated such that they occur within a single period of 24 consecutive hours (and in any event as close in time as reasonably possible).

Stockholder Meetings. The Company will take all action necessary to convene a special meeting of the holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement (aincluding any adjournments or postponements thereof, the "Company Stockholders Meeting") As as promptly as practicable following after the effectiveness of Form F-4 has been declared effective by the Registration StatementSEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company shallmay, in consultation with Parentthe event that an Acquisition Proposal is made within such 10-day period, in accordance with Applicable Law and postpone the Company Organizational Documents, (i) establish Stockholders Meeting for a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled period not to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) exceed 14 days after following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the Registration Statement is declared effective under approval of the 1933 Act, (ii) cause authorization of -44- 49 Parent Shares to be issued in the Joint Proxy Statement/Prospectus (Merger and all other proxy materials for pursuant to Company Options and the Company Stockholder Meeting) Stock-Based Awards to be mailed to its stockholders and assumed in the Merger (iiithe "Parent Shareholders Meeting") within forty (40) days as promptly as practicable after the Company Record Date, duly convene and hold the Company Stockholder Meetingdate hereof. Subject to Section 6.02the terms of this Agreement and subject to its fiduciary obligations under applicable law, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law shall recommend to its stockholders, the adoption of this Agreement and for shall use best reasonable efforts to solicit such supplement authorization or amendment to be reviewed by adoption, as the Company’s stockholders prior case may be. In the event that subsequent to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statementdate hereof, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company determines that this Agreement is no longer advisable and either makes no recommendation or any of recommends that its Representatives of a stockholders reject this Agreement, the Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in shall nevertheless submit this Agreement to the contrary, holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement is shall have been terminated in accordance with its terms, terms prior to the obligations Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Company and Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under Section 8.03 and this Section 8.04 shall continue in full force and effectapplicable law.

Stockholder Meetings. (a) As The Seller, acting through its Board of Directors, shall, subject to and according to applicable law and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared becomes effective under the 1933 Act, Seller Meeting for the purpose of voting to approve and adopt this Agreement and the Merger (the "Seller Voting Proposal"). The Board of Directors of the Seller shall (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Proxy Statement such recommendation and (ii) cause the Joint Proxy Statement/Prospectus (take all reasonable and all other proxy materials for the Company Stockholder Meeting) lawful action to be mailed to its stockholders solicit and (iii) within forty (40) days after the Company Record Dateobtain such approval; provided, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02however, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for Seller may withdraw such supplement or amendment to be reviewed recommendation as permitted by the Company’s stockholders prior to the Company Stockholder MeetingSection 6.01. (b) As The Buyer, acting through its Board of Directors, shall, subject to and according to applicable law and its Certificate of Incorporation and Bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the effectiveness date on which the Registration Statement becomes effective the Buyer Meeting for the purpose of voting to approve and adopt this Agreement and the Merger (the "Buyer Voting Proposal"). The Board of Directors of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, Buyer shall (i) establish a record date (which date shall be recommend approval and adoption of the same as the Company Record Date) for, duly call and give notice of a meeting of Buyer Voting Proposal by the stockholders of Parent entitled to vote on the Parent Share Issuance (Buyer and include in the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, Proxy Statement such recommendation and (ii) cause the Joint Proxy Statement/Prospectus (take all reasonable and all other proxy materials for the Parent Stockholder Meeting) lawful action to be mailed to its stockholders solicit and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02obtain such approval; provided, Parent shall use its reasonable best efforts to takehowever, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation Buyer may withdraw such recommendation as permitted by Section 6.02. In connection with outside legal counsel is necessary under Applicable Law seeking, and for such supplement or amendment to be reviewed by Parent’s stockholders prior to subject to, Buyer Stockholder Approval of the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation ChangeMerger, (y) the public proposal or announcement or other submission to the Company or any Buyer shall seek approval of its Representatives stockholders to amend and restate its Certificate of a Company Acquisition Proposal or Incorporation as set forth in Exhibit B hereto and (ii) approve the public proposal or announcement or other submission new Equity Incentive Plan referred to Parent or any of its Representatives of a Parent Acquisition Proposal or (zin Section 7.03(h) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effecthereof.

Stockholder Meetings. (a) As promptly as practicable following DFBS will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the effectiveness intentions of the Registration Statementthis Agreement. In furtherance of that obligation, the Company shall, in consultation with ParentDFBS will take, in accordance with Applicable Law applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "DFBS Stockholder Meeting") as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the Company Organizational Documentstransactions provided for in this Agreement. DFBS's Board of Directors will use all reasonable best efforts to obtain from DFBS's stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) establish a record date (the “Company Record Date”) for, duly call and give notice DFBS's Board of a meeting Directors shall recommend to DFBS's stockholders approval of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Actthis Agreement, (ii) cause the Joint Proxy Statement/-Prospectus (and all other proxy materials for shall include a statement to the Company Stockholder Meeting) to be mailed to its effect that DFBS's Board of Directors has recommended that DFBS's stockholders vote in favor of the approval of this Agreement, and (iii) within forty (40) days after the Company Record Dateneither DFBS's Board of Directors nor any committee thereof shall withdraw, duly convene and hold the Company Stockholder Meeting. Subject amend or modify, or propose or resolve to Section 6.02withdraw, amend or modify in a manner adverse to FCCO, the Company shall recommendation of DFBS's Board of Directors that DFBS's stockholders vote in favor of approval of this Agreement or make any statement in connection with the DFBS Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if DFBS's Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to recommend this Agreement, then in submitting the Agreement to stockholders at the DFBS Stockholder Meeting it may submit the Agreement without recommendation and will no longer be under any obligation to use its reasonable best efforts to takeobtain from DFBS's stockholders a vote approving this Agreement, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on in which case the Board of Directors may communicate the basis for its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable lack of a recommendation to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes stockholders in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/-Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such or an appropriate amendment or supplement or amendment to be reviewed by the Company’s stockholders prior thereto to the Company Stockholder Meetingextent required by law. (b) As promptly as practicable following FCCO will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the effectiveness intentions of the Registration Statementthis Agreement. In furtherance of that obligation, the Parent shall, in consultation with the CompanyFCCO will take, in accordance with Applicable Law applicable law and its articles of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "FCCO Stockholder Meeting") as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the Parent Organizational Documentstransactions provided for in this Agreement. FCCO's Board of Directors will use all reasonable best efforts to obtain from FCCO's stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) establish a record date (which date FCCO's Board of Directors shall be the same as the Company Record Date) for, duly call and give notice recommend to FCCO's stockholders approval of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approvalthis Agreement, (ii) cause the Joint Proxy Statement- Prospectus shall include a statement to the effect that FCCO's Board of Directors has recommended that FCCO's stockholders vote in favor of the approval of this Agreement, and (iii) neither FCCO's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to DFBS, the recommendation of FCCO's Board of Directors that Aquiror's stockholders vote in favor of approval of this Agreement or make any statement in connection with the FCCO Stockholder Meeting inconsistent with such recommendation. Notwithstanding the foregoing, if FCCO's Board of Directors, after consultation with and based on the advice of counsel, determines in good faith that it would result in a violation of its fiduciary duties under applicable law to recommend this Agreement, then in submitting the Agreement to stockholders at the FCCO Stockholder Meeting it may submit the Agreement without recommendation, in which case the Board of Directors may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy Statement/-Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do an appropriate amendment or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable supplement thereto to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed extent required by Parent’s stockholders prior to the Parent Stockholder Meetinglaw. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effect.

Stockholder Meetings. (a) As GFSB will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, and subject to receipt by GFSB from FFBSW of a written confirmation of a financial plan for the funding of the Merger Consideration by FFBSW, GFSB will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "GFSB STOCKHOLDER MEETING") as promptly as practicable following within 60 days of the effectiveness of the Registration Statement for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. GFSB's Board of Directors will use all reasonable best efforts to obtain from GFSB's stockholders a vote approving this Agreement. Except as otherwise provided in Section 5.1(a) of this Agreement and subject to receipt by GFSB of an updated fairness opinion dated no earlier than three (3) calendar days prior to the mailing, (i) GFSB's Board of Directors shall recommend to GFSB's stockholders approval of this Agreement, (ii) the Proxy Statement-Prospectus shall include a statement to the effect that GFSB's Board of Directors has recommended that GFSB's stockholders vote in favor of the approval of this Agreement and (iii) neither GFSB's Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to FFBSW, the recommendation of GFSB's Board of Directors that GFSB's stockholders vote in favor of approval of this Agreement or make any statement in connection with the GFSB Stockholder Meeting inconsistent with such recommendation provided that nothing in this Agreement shall prevent GFSB's Board of Directors from withholding, withdrawing, amending or modifying its recommendation if GFSB's Board of Directors determines, after consultation with its outside counsel, that such action is legally required in order for the directors to comply with their fiduciary duties to GFSB's shareholders under applicable law; provided further, that Section 5.1 shall govern withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein. (b) FFBSW will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in connection with this Agreement. In furtherance of that obligation, FFBSW will take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the "FFBSW STOCKHOLDER MEETING") as promptly as practicable (and in any event within sixty (60) days of the effectiveness of the Registration Statement, as such term is defined in Section 5.9 hereof) for the Company shall, in consultation with Parent, in accordance with Applicable Law purpose of considering and voting on approval and adoption of this Agreement and the Company Organizational Documentstransactions provided for in this Agreement. FFBSW's Board of Directors will use all reasonable best efforts to obtain from FFBSW's stockholders a vote approving this Agreement. In connection therewith, (i) establish a record date (the “Company Record Date”) for, duly call and give notice FFBSW's Board of a meeting Directors shall recommend to FFBSW's stockholders approval of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Actthis Agreement, (ii) cause the Joint Proxy Statement/-Prospectus (and all other proxy materials for shall include a statement to the Company Stockholder Meeting) to be mailed to its effect that FFBSW's Board of Directors has recommended that FFBSW's stockholders vote in favor of the approval of this Agreement and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the neither FFBSW's Board of Directors of the Company has determined nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment a manner adverse to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration StatementFFBSW, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice recommendation of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the FFBSW's Board of Directors that FFBSW's stockholders vote in favor of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any approval of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to or make any statement in connection with the contrary, unless this Agreement is terminated in accordance FFBSW Stockholder Meeting inconsistent with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectsuch recommendation.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with ParentGLB shall take, in accordance with Applicable Law applicable law and the Company Organizational DocumentsGLB Articles and the GLB Bylaws, (i) establish a record date (the “Company Record Date”) forall action necessary to duly call, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approvalof, which record date shall be no later than ten (10) days convene and hold as soon as reasonably practicable after the date on which the Registration Statement is declared becomes effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to a special meeting of its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or including any adjournment or postponement thereof, the "GLB Meeting") to consider and vote upon the approval of this Agreement and certain other matters required to be approved by GLB's stockholders for consummation of the Transaction. Subject to the right of GLB and its Board of Directors to take any action permitted by Section 6.8(b) with respect to a Superior Proposal, GLB shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Transaction contemplated hereby and shall comply with take all legal requirements applicable reasonable lawful action to solicit such approval by its stockholders (the "GLB Approval Recommendation"). This Agreement shall be submitted to the Company Stockholder Meeting. The Company shall not, without stockholders of GLB at the prior written consent of Parent, adjourn, postpone GLB Meeting whether or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that not the Board of Directors of GLB determines at any time that this Agreement and the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law Transaction contemplated hereby are no longer advisable and for such supplement or amendment to be reviewed by recommends that the Company’s GLB stockholders prior to the Company Stockholder Meetingreject it. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the CompanyBVCC shall take, in accordance with Applicable Law applicable law and the Parent Organizational DocumentsBVCC Certificate and the BVCC Bylaws, all action necessary to duly call, give notice of, convene and hold as soon as reasonably practicable after the date on which the Registration Statement becomes effective a special meeting of its stockholders (iincluding any adjournment or postponement, the "BVCC Meeting") establish to consider and vote upon the approval of this Agreement and certain other matters required to be approved by BVCC's stockholders for consummation of this Transaction. Subject to the right of BVCC and its Board of Directors to take any action permitted by Section 6.8(b) with respect to a record date Superior Proposal, BVCC shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Transaction contemplated hereby and shall take all reasonable lawful action to solicit such approval by its stockholders (which date the "BVCC Approval Recommendation"). This Agreement shall be the same as the Company Record Date) for, duly call and give notice of a meeting of submitted to the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received BVCC at the Parent Stockholder BVCC Meeting whether or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that not the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) BVCC determines at any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in time that this Agreement to and the contrary, unless this Agreement is terminated in accordance with its terms, Transaction contemplated hereby are no longer advisable and recommends that the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectBVCC stockholders reject it.

Stockholder Meetings. (a) As Company shall call the Company Stockholders' -------------------- Meeting and Parent shall call the Parent Shareholders' Meeting as promptly as practicable following after the effectiveness date hereof for the purpose of voting upon the Registration approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use reasonable efforts to hold the Company shall, in consultation with Parent, in accordance with Applicable Law Parent Shareholders' Meeting and the Company Organizational DocumentsStockholders' Meeting promptly, (i) establish a record date (the “Company Record Date”) forand in no event more than 90 days, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholder Stockholders' Meeting or the Parent Shareholders' Meeting) , as the case may be, if there are insufficient shares of Company Common Stock or Parent ADSs, as the case may be, necessary to be mailed conduct business at their respective meetings of the stockholders or to approve this Agreement and the Merger or the Share Issuance, as the case may be. Unless Company's Board of Directors has withdrawn its stockholders recommendation of this Agreement and (iii) within forty (40) days after the Company Record DateMerger in compliance with Section 5.4, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, solicit from its stockholders proxies in favor of the approval of this Agreement and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment Merger pursuant to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and take all other proxy materials for reasonable action necessary or advisable to secure the Parent Stockholder Meeting) to be mailed to vote or consent of its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meetingrequired by Delaware Law or applicable stock exchange requirements to obtain such approval. Subject to Section 7.02, Parent shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on solicit from its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent stockholders proxies in favor of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment Share Issuance pursuant to the Joint Proxy Statement/Prospectus that and shall take all other reasonable action necessary or advisable to secure the vote or consent of its stockholders required by applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and bylaws or equivalent organizational documents to effect the Merger. Company shall call and hold the Company Stockholders' Meeting for the purpose of voting upon the approval of this Agreement and the Merger whether or not Company's Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior at any time subsequent to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless date hereof determines that this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectno longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) As Company shall call and hold the Company Stockholders' Meeting and Acquiror shall call and hold the Acquiror Shareholders' Meeting as promptly as practicable following after the effectiveness date hereof for the purpose of voting upon the Registration approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Acquiror and Company shall use all reasonable efforts to hold the Company shall, in consultation with Parent, in accordance with Applicable Law Acquiror Shareholders' Meeting and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote Stockholders' Meeting on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days same day and as soon as practicable after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for S-4 becomes effective. Nothing herein shall prevent Company or Acquiror from adjourning or postponing the Company Stockholder Stockholders' Meeting or the Acquiror Shareholders' Meeting) , as the case may be, if there are insufficient shares of Company Common Stock or Acquiror Common Shares, as the case may be, necessary to be mailed to conduct business at their respective meetings of the stockholders or shareholders. Unless Company's board of directors has withdrawn its stockholders recommendation of this Agreement and (iii) within forty (40) days after the Company Record DateMerger in compliance with Section 6.4, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its all commercially reasonable best efforts to take, or cause to be taken, all actions, solicit from its shareholders proxies in favor of the approval of this Agreement and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment Merger pursuant to the Joint Proxy Statement/Prospectus that and shall take all other action necessary or advisable to secure the Board vote or consent of Directors stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Acquiror shall use all commercially reasonable efforts to solicit from its shareholders proxies in favor of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment pursuant to the Joint Proxy Statement/Prospectus that and shall take all other action necessary or advisable to secure the Board vote or consent of Directors shareholders required by the Delaware Law or applicable stock exchange requirements to obtain such approval. Company shall call and hold the Company Stockholders' Meeting for the purpose of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law voting upon the approval of this Agreement and for such supplement the Merger whether or amendment to be reviewed by Parent’s stockholders prior not Company's board of directors at any time subsequent to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless date hereof determines that this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectno longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02‎Section 6.03, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided provided, however, that the Company may, without the prior written consent of Parent, may postpone or adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary Meeting to allow reasonable additional time to (x) solicit additional proxies necessary to obtain for the Company Stockholder Approval, filing and mailing of any supplemental or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement supplemental or amendment amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) As promptly as practicable following . If, on the effectiveness date of the Registration StatementCompany Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent shalladjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be not less than five (5) days nor more than ten (10) days after the same as date of adjournment, and subject to the Company Record Date) forterms and conditions of this Agreement, duly call and give notice of a meeting of the stockholders of Parent entitled shall continue to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts efforts, together with its proxy solicitor, to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause assist in the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent solicitation of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s from stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission relating to the Company or any of its Representatives of a Stockholder Approval. The Company Acquisition Proposal or the public proposal or announcement or other submission shall be required to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of adjourn the Company and Parent under Section 8.03 and Stockholder Meeting only one time pursuant to this Section 8.04 shall continue in full force and effect‎Section 8.03(a).

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, Caremark shall use all commercially reasonable efforts in accordance with Applicable Law and subject to Delaware Law, its certificate of incorporation and bylaws and the Company Organizational Documents, (i) establish rules of the NYSE to cause a record date meeting of its stockholders (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Caremark Stockholder Meeting”) at which to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 8.07, the Joint Proxy Statement shall contain the recommendation of the Board of Directors of Caremark that Caremark’s stockholders approve and adopt this Agreement and the Merger (the “Caremark Recommendation”). In connection with the Caremark Stockholder Meeting, Caremark shall (i) mail the Joint Proxy Statement and all other proxy materials for such meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days to its stockholders as promptly as practicable after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and use all other proxy materials for the Company commercially reasonable efforts to obtain Caremark Stockholder Meeting) to be mailed to its stockholders Approval and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall otherwise comply with all legal requirements applicable to such meeting. Without limiting the Company generality of the foregoing, this Agreement and the Merger shall be submitted to Caremark’s stockholders at the Caremark Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone Meeting whether or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to not (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, Caremark’s Board of Directors shall have effected an Adverse Recommendation Change or (y) distribute any supplement Acquisition Proposal shall have been publicly proposed or amendment announced or otherwise submitted to Caremark or any of its advisors. (b) CVS shall use all commercially reasonable efforts in accordance with and subject to Delaware Law, its certificate of incorporation and bylaws and the rules of the NYSE to cause a meeting of its stockholders (the “CVS Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of securing the CVS Stockholder Approval. Subject to Section 8.07, the Joint Proxy Statement/Prospectus that Statement shall contain the recommendation of the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by the CompanyCVS that CVS’s stockholders prior to approve the Company CVS Share Issuance and the CVS Charter Amendment (the “CVS Recommendation”). In connection with the CVS Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, CVS shall (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause mail the Joint Proxy Statement/Prospectus (Statement and all other proxy materials for the Parent Stockholder Meeting) to be mailed such meeting to its stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act, (ii) use all commercially reasonable efforts to obtain CVS Stockholder Approval and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall otherwise comply with all legal requirements applicable to such meeting. Without limiting the Parent Stockholder Meeting. Parent shall not, without the prior written consent generality of the Companyforegoing, adjourn, postpone the CVS Share Issuance and the CVS Charter Amendment shall be submitted to CVS’s stockholders at the CVS Stockholder Meeting whether or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to not (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, CVS’s Board of Directors shall have effected an Adverse Recommendation Change or (y) distribute any supplement Acquisition Proposal shall have been publicly proposed or amendment announced or otherwise submitted to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company CVS or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with its terms, the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectadvisors.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with ParentGLB shall take, in accordance with Applicable Law applicable law and the Company Organizational DocumentsGLB Articles and the GLB Bylaws, (i) establish a record date (the “Company Record Date”) forall action necessary to duly call, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approvalof, which record date shall be no later than ten (10) days convene and hold as soon as reasonably practicable after the date on which the Registration Statement is declared becomes effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to a special meeting of its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or including any adjournment or postponement thereof, the "GLB Meeting") to consider and vote upon the approval of this Agreement and certain other matters required to be approved by GLB's stockholders for consummation of the Transaction. Subject to the right of GLB and its Board of Directors to take any action permitted by Section 6.8(b) with respect to a Superior Proposal, GLB shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Transaction contemplated hereby and shall comply with take all legal requirements applicable reasonable lawful action to solicit such approval by its stockholders (the "GLB Approval Recommendation"). This Agreement shall be submitted to the Company Stockholder Meeting. The Company shall not, without stockholders of GLB at the prior written consent of Parent, adjourn, postpone GLB Meeting whether or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that not the Board of Directors of GLB determines at any time that this Agreement and the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law Transaction contemplated hereby are no longer advisable and for such supplement or amendment to be reviewed by recommends that the Company’s GLB stockholders prior to the Company Stockholder Meetingreject it. (b) As promptly as practicable following the effectiveness of the Registration Statement, the Parent shall, in consultation with the CompanyBVCC shall take, in accordance with Applicable Law applicable law and the Parent Organizational DocumentsBVCC Certificate and the BVCC Bylaws, all action necessary to duly call, give notice of, convene and hold as soon as reasonably practicable after the date on which the Registration Statement becomes effective a special meeting of its stockholders (iincluding any adjournment or -48- postponement, the "BVCC Meeting") establish to consider and vote upon the approval of this Agreement and certain other matters required to be approved by BVCC's stockholders for consummation of this Transaction. Subject to the right of BVCC and its Board of Directors to take any action permitted by Section 6.8(b) with respect to a record date Superior Proposal, BVCC shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Transaction contemplated hereby and shall take all reasonable lawful action to solicit such approval by its stockholders (which date the "BVCC Approval Recommendation"). This Agreement shall be the same as the Company Record Date) for, duly call and give notice of a meeting of submitted to the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received BVCC at the Parent Stockholder BVCC Meeting whether or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that not the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) BVCC determines at any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company or any of its Representatives of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in time that this Agreement to and the contrary, unless this Agreement is terminated in accordance with its terms, Transaction contemplated hereby are no longer advisable and recommends that the obligations of the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectBVCC stockholders reject it.

Stockholder Meetings. The Company will take all action necessary to convene a special meeting of the holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this Agreement (aincluding any adjournments or postponements thereof, the "Company Stockholders Meeting") As as promptly as practicable following after the effectiveness of Form F-4 has been declared effective by the Registration StatementSEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company shallmay, in consultation with Parentthe event that an Acquisition Proposal is made within such 10-day period, in accordance with Applicable Law and postpone the Company Organizational Documents, (i) establish Stockholders Meeting for a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled period not to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) exceed 14 days after following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent's shareholders at which a resolution will be proposed to consider the Registration Statement is declared effective under approval of the 1933 Act, (ii) cause authorization of Parent Shares to be issued in the Joint Proxy Statement/Prospectus (Merger and all other proxy materials for pursuant to Company Options and the Company Stockholder Meeting) Stock-Based Awards to be mailed to its stockholders and assumed in the Merger (iiithe "Parent Shareholders Meeting") within forty (40) days as promptly as practicable after the Company Record Date, duly convene and hold the Company Stockholder Meetingdate hereof. Subject to Section 6.02the terms of this Agreement and subject to its fiduciary obligations under applicable law, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law shall recommend to its stockholders, the adoption of this Agreement and for shall use best reasonable efforts to solicit such supplement authorization or amendment to be reviewed by adoption, as the Company’s stockholders prior case may be. In the event that subsequent to the Company Stockholder Meeting. (b) As promptly as practicable following the effectiveness of the Registration Statementdate hereof, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of a meeting of the stockholders of Parent entitled to vote on the Parent Share Issuance (the “Parent Stockholder Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting. Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, (y) the public proposal or announcement or other submission to the Company determines that this Agreement is no longer advisable and either makes no recommendation or any of recommends that its Representatives of a stockholders reject this Agreement, the Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any of its Representatives of a Parent Acquisition Proposal or (z) anything in shall nevertheless submit this Agreement to the contrary, holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement is shall have been terminated in accordance with its terms, terms prior to the obligations Company Stockholders Meeting. The Board of Directors of Parent agrees to recommend to its stockholders the authorization of the Company and Parent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its disclosure or other obligations under Section 8.03 and this Section 8.04 shall continue in full force and effectapplicable law.

Stockholder Meetings. (a) As promptly as practicable following the effectiveness of the Registration StatementVerticalOne shall take all steps necessary to duly call, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of of, convene and hold a meeting of the its stockholders of the Company entitled to vote on the Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) within 45 days after the date on which the Registration Statement is declared becomes effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder purpose of voting upon the adoption of this Agreement (the "VerticalOne Special Meeting) "). The Board of Directors of VerticalOne shall declare the advisability of the Merger and recommend to be mailed to its VerticalOne's stockholders and (iii) within forty (40) days after the Company Record Dateadoption of this Agreement, duly convene and hold the Company Stockholder Meeting. Subject to Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or together with any adjournment or postponement thereofmatters incident thereto, and shall comply oppose and third party proposal or other action that is inconsistent with all legal requirements applicable to this Agreement or the Company Stockholder Meeting. The Company shall notconsummation of the transactions contemplated hereby, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Stockholder Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Company Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that unless the Board of Directors of the Company has determined in good faith after VerticalOne reasonably determines, following consultation with outside VerticalOne's legal counsel is necessary under Applicable Law and for counsel, that to declare the Merger inadvisable or to withdraw such supplement recommendation or amendment to opposition, as the case may be, would be reviewed by required in the Company’s stockholders prior to the Company Stockholder Meetingexercise of its fiduciary duties. (b) As promptly as practicable following the effectiveness of the Registration StatementS1 shall take all steps necessary to duly call, the Parent shall, in consultation with the Company, in accordance with Applicable Law and the Parent Organizational Documents, (i) establish a record date (which date shall be the same as the Company Record Date) for, duly call and give notice of of, convene and hold a meeting of its stockholders within 45 days after the stockholders Registration Statement becomes effective for the purpose of Parent entitled voting upon the approval of S1 issuing of shares of S1 Common Stock in the Merger so that it may perform its obligations under Article II hereof, and to vote on increase the Parent Share Issuance number of shares available under its Stock Option Plan so that it may perform its obligations under Section 6.6 hereof (the “Parent Stockholder "S1 Special Meeting”) at which meeting Parent shall seek the Parent Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Parent Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Parent Stockholder Meeting on the same date and time as the Company Stockholder Meeting"). Subject to Section 7.02, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Parent Stockholder Approval to be received at the Parent Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Parent Stockholder Meeting. Parent shall not, without the prior written consent of the Company, adjourn, postpone or otherwise delay the Parent Stockholder Meeting; provided that Parent may, without the prior written consent of the Company, adjourn or postpone the Parent Stockholder Meeting, after consultation with the Company, if Parent believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to obtain the Parent Stockholder Approval, or (y) distribute any supplement or amendment to the Joint Proxy Statement/Prospectus that the The Board of Directors of Parent has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for S1 shall recommend to S1's stockholders approval of such supplement or amendment to be reviewed by Parent’s stockholders prior to the Parent Stockholder Meetingissuance of S1 Common Stock. (c) Notwithstanding (x) any Company Adverse Recommendation Change or Parent Adverse Recommendation ChangeThe Board of Directors of S1 shall approve the Merger as the sole stockholder of Merger Sub. S1 shall vote, (y) the public proposal or announcement or other submission and shall cause each of its Subsidiaries to the Company vote, all shares of VerticalOne Capital Stock owned by it or any of its Representatives Subsidiaries in favor of a Company Acquisition Proposal or the public proposal or announcement or other submission to Parent or any adoption of its Representatives of a Parent Acquisition Proposal or this Agreement. (zd) anything in this Agreement VerticalOne and S1 will coordinate and cooperate with respect to the contrarytiming of, unless this Agreement is terminated in accordance with its termscalling, mailing notice and convening the obligations of VerticalOne Special Meeting and the Company and Parent under Section 8.03 and this Section 8.04 shall continue in full force and effectS1 Special Meeting.