Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date of this Agreement; or (I) any similar extraordinary transactions that would result in a Change of Control (as defined below) of the Company.

Stockholder Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board)The Company. The Company will, and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form soon as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of practicable following the date of this Agreement; or , duly call, give notice of, convene and hold a meeting of its stockholders (Ithe "Company Stockholder Meeting") any similar extraordinary transactions that would result for the purpose of considering the approval and adoption of this Agreement and at such meeting call for a vote and cause proxies to be voted in a Change respect of Control (as defined below) the approval and adoption of this Agreement. The Company will, through its Board of Directors, recommend to its stockholders the adoption and approval of this Agreement and subject to the fiduciary obligations of the Company's officers and directors, shall not withdraw, modify or change such recommendation. (b) Parent. Parent will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholder Meeting") for the purpose of considering: (i) the approval and adoption of this Agreement; (ii) the approval and adoption of a new stock option plan; and (ii) the approval and adoption of the amendment of Parent's certificate of incorporation to (A) change Parent's name to "Avatech Solutions, Inc.," (B) increase the authorized Parent Common Stock, and (c) if appropriate, effectuate a reverse split of Parent Common Stock. At such meeting Parent shall call for a vote and cause proxies to be voted in respect of the approval and adoption of this Agreement, such plan and such amendment. Parent will, through its Board of Directors, recommend to its stockholders the adoption and approval of this Agreement, such plan and such amendment, and, subject to the fiduciary obligations of Parent's officers and directors, shall not withdraw, modify or change such recommendation.

Stockholder Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board The Company and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board)Kellwood will each, and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form soon as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of practicable following the date of this Agreement; or , duly call, give notice of, convene and hold a meeting of stockholders (Irespectively, the "COMPANY STOCKHOLDER MEETING" and the "KELLWOOD STOCKHOLDER MEETING" and, collectively, the "STOCKHOLDER MEETINGS") any similar extraordinary transactions that would result for the purpose of considering the approval of this Agreement and the Merger (in a Change of Control (as defined below) the case of the Company) and the issuance of the shares of the Kellwood Common Stock pursuant to this Agreement (the "SHARE ISSUANCE") (in the case of Kellwood). The Company and Kellwood 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. (b) Kellwood shall, through its Board of Directors, recommend to its stockholders approval of the Share Issuance, subject to applicable fiduciary duties, and use its reasonable best efforts to obtain 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 Kellwood's Board of Directors, on the basis of the advice of outside legal counsel of Kellwood, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors to Kellwood's stockholders under applicable law. The Company shall, through its Board of Directors, recommend to its stockholders approval of this Agreement and the Merger, subject to applicable fiduciary duties, and use its reasonable best efforts to obtain such approval by its stockholders and shall not withdraw or modify, or propose to withdraw or modify in a manner adverse to Kellwood, such recommendation.

Stockholder Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board)NHP shall take all action necessary, and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendationsDGCL and NHP's Organizational Documents, including in favor to call a meeting of all other matters recommended its stockholders (the "NHP Meeting") to be held as promptly as practicable for stockholder the purpose of considering and voting upon this Agreement and the Merger. The vote required for such approval by shall be the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf affirmative vote of the Board; holders of 66-2/3% of the outstanding shares of NHP Common Stock that is not owned (within the meaning of Section 203 of the DGCL) by AIMCO (the "NHP Stockholder Approval"). The Board of Directors of NHP shall recommend that the stockholders of NHP approve this Agreement and the Merger; provided, howeverthat the Board of Directors of NHP, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer by action of a majority of the outstanding entire Board of Directors of NHP, or by the Board of Directors with the approval of its Independent Committee, may withdraw such recommendation if such Board of Directors determines in good faith, after receipt of an Acquisition Proposal and after consultation with outside legal counsel, that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. AIMCO shall vote or cause to be voted all of the shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition NHP owned by it and its Affiliates in favor of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date adoption of this Agreement; or . (Ib) any similar extraordinary transactions AIMCO shall take all action necessary, in accordance with the Maryland General Corporation Law and AIMCO's Organizational Documents, to call a meeting of its stockholders (the "AIMCO Meeting") to be held as promptly as practicable for the purpose of seeking the AIMCO Stockholder Approval. The Board of Directors of AIMCO shall recommend that would result the stockholders of AIMCO vote in a Change of Control (as defined below) favor of the Companymatters that are the subject of the AIMCO Stockholder Approval.

Stockholder Meetings. At each annual (a) Purchaser shall submit to its stockholders this Agreement and special any other matters required to be approved or adopted by stockholders to carry out the intentions of this Agreement. In furtherance of that obligation, Purchaser will take, in accordance with 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 held prior (the “Purchaser Stockholder Meeting”) as promptly as practicable to consider and vote on approval and adoption of this Agreement and the expiration of the Standstill Periodtransactions provided for in this Agreement. Subject only to applicable law, each of the Investors agrees to Purchaser shall, (i) appear at such stockholders’ meeting or otherwise cause all shares through its Board of Common Stock beneficially owned by each Investor Directors, recommend to its stockholders the adoption and their respective Affiliates to be counted as present for purposes approval of establishing a quorumthis Agreement, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board include such recommendation in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, Joint Proxy Statement-Prospectus and (iii) except with respect use reasonable best efforts to an Extraordinary Matter obtain from its stockholders a vote approving and adopting this Agreement. (b) The Company shall submit to its stockholders this Agreement and any other matters required to be approved or as otherwise set forth in adopted by stockholders to carry out the intentions of this Section 2Agreement. In furtherance of that obligation, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; providedCompany will take, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with applicable law and its charter and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the recommendations “Company Stockholder Meeting”) as promptly as practicable to consider and vote on approval and adoption of ISSthis Agreement and the transactions provided for in this Agreement. Subject to Section 5.8(c), the Company shall, (i) through its Board of Directors, recommend to its stockholders the adoption and approval of this Agreement, (ii) include such recommendation in the Joint Proxy Statement-Prospectus and (iii) use reasonable best efforts to obtain from its stockholders a vote approving and adopting this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, at any time before the Company Stockholder Meeting, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its outside 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 or modify or change in a manner adverse to Purchaser its recommendation that the stockholders of the Company approve this Agreement (a “Change of Recommendation”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided that before any such Change of Recommendation, the Company shall have complied with Section 5.1, given Purchaser at least three (3) Business Days’ prior written notice advising it of the intention of the Company’s Board of Directors to take such action and a reasonable description of the event or circumstances giving rise to its determination 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 any written materials received by the Company or any of its Subsidiaries in connection therewith; and provided, further, that with respect if the decision relates to any Extraordinary Matter, each of an Acquisition Proposal: (i) the Investors Company shall have given Purchaser three (3) Business Days after delivery of such notice to Purchaser to propose revisions to the ability terms of this Agreement (or make another proposal) and if Purchaser proposes to vote freely. For purposes revise the terms of this Agreement, an “Extraordinary Matter” means, throughout such period the Company shall have negotiated in good faith with Purchaser with respect to the Company: such proposed revisions or other proposal; and (Aii) the sale or transfer of all or substantially all of the Company’s assets Board of Directors shall have determined in one good faith, after consultation with the Company’s outside legal counsel and financial advisors and 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 series Superior Proposal. If the Company’s Board of transactions; (B) Directors does not make the sale determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or transfer of a majority of change its recommendation that the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination stockholders of the Company approve this Agreement in connection with a third party; (D) new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any tender subsequent withdrawal, modification or exchange offer; (E) change. In the event of any dissolutionmaterial revisions to the Acquisition Proposal, liquidation, or reorganization of the Company; (F) any recapitalization of Company shall be required to deliver a new written notice to Purchaser and to again comply with the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date requirements of this Agreement; or Section 5.8(c) with respect to such new written notice, except that the three (I3) Business Day period referred to above shall be reduced to two (2) Business Days. In addition to the foregoing, the Company shall not submit to the vote of its stockholders any similar extraordinary transactions that would result in a Change of Control (as defined below) of Acquisition Proposal other than the CompanyMerger.

Stockholder Meetings. At each (a) Each of Parent and the Company shall call, give notice of, convene and hold a meeting of its stockholders (the “Parent Meeting” and the “Company Meeting,” respectively) to be held as soon as reasonably practicable after the Form S-4 is declared effective for the purpose of obtaining the Requisite Parent Vote and the Requisite Company Vote required in connection with this Agreement and the Merger and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual and or special meeting of stockholders held to approve a merger agreement or otherwise approve the transactions contemplated hereby, and each shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. The Board of Directors of each of Parent and the Company shall use its reasonable best efforts to obtain from the stockholders of Parent and the Company, as the case may be, the Requisite Parent Vote, in the case of Parent, and the Requisite Company Vote, 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 (the “Company Recommendation”) and (ii) the issuance of shares of Parent Common Stock in connection with the Merger, in the case of Parent. The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from the stockholders of the Company relating to the Requisite Company Vote. (b) Neither the Company Board of Directors nor any committee thereof shall (i) (A) withdraw (or modify or qualify in any manner adverse to Parent) or refuse to make the Company Recommendation or (B) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal, or (ii) cause or permit Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal (other than a confidentiality agreement permitted by the terms of Section 6.1(a) of this Agreement). Notwithstanding the foregoing, subject to Section 8.1 and Section 8.2, prior to the expiration date of the Standstill PeriodCompany Meeting, each the Company’s Board of Directors may take any of the Investors agrees to actions specified in item (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of preceding sentence (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date of this Agreement; or (I) any similar extraordinary transactions that would result in a Change of Control (as defined below) of the Company.

Stockholder Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees (a) Margate shall take all lawful action to (i) appear at such stockholders’ cause a special meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates its stockholders to be counted duly called and held as present for purposes soon as practicable after the effectiveness of establishing a quorum, (ii) vote, or cause the Form S-4 to be votedfiled in connection with the Reorganization and the Merger, all shares for the purpose of Common Stock beneficially owned by each Investor and their respective Affiliates voting on the Company’s proxy card or voting instruction form in favor of (a) each approval and adoption of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes terms of this Agreement, an “Extraordinary Matter” meansthe Reorganization and the Merger and (ii) solicit proxies from its stockholders to obtain the requisite vote for the approval and adoption of this Agreement, with respect the Reorganization and the Merger. The Board of Directors of Margate shall recommend approval and adoption of this Agreement, the Reorganization and the Merger by its stockholders and the Board of Directors shall not withdraw, amend or modify in a manner adverse to B2B such recommendation (or announce publicly its intention to do so). (b) B2B shall take all lawful action to (i) cause the Company: (A) stockholders of B2B to execute a unanimous written consent approving the sale or transfer terms of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchasethis Agreement, or otherwise); (Cii) any merger, consolidation, acquisition cause a special meeting of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence its stockholders to be duly called and held as of soon as practicable after the date of this Agreement; Agreement for the purpose of voting on the approval and adoption of this Agreement and the Merger and solicit proxies from its stockholders to obtain the requisite vote for the approval and adoption of this Agreement and the Merger. The Board of Directors of B2B shall recommend approval and adoption of this Agreement and the Merger by its stockholders and the Board of Directors shall not withdraw, amend or (I) any similar extraordinary transactions that would result modify in a Change manner adverse to Margate such recommendation (or announce publicly its intention to do so). (c) Holding Company, as sole stockholder of Control Merger Subsidiary, shall execute a written consent or otherwise take such steps as may be necessary (as defined belowi) to satisfy applicable stockholder approval requirements relating to the Merger and (ii) to maintain the existing management of the CompanyMargate for not less than three years.

Stockholder Meetings. At As soon as practicable following the date hereof, each annual of DEI and STR, acting through its Board of Directors, will take all action necessary in accordance with its Certificate of Incorporation and Bylaws and applicable law to duly call, give notice of, convene and hold a special meeting of its stockholders held for the purpose of voting, in the case of STR, upon the approval of this Agreement and the transactions contemplated hereby and, in the case of DEI, upon the approval of the DEI Amended Certificate (in the form attached hereto as Exhibit 5.2, which increases the number of authorized DEI Shares to 5,000,000 and changes DEI's name to "Sensys Technologies Inc.") and an amendment to the DEI Long- Term Incentive Plan increasing the number of shares available thereunder to 400,000. Subject to the fiduciary duties of DEI's Board of Directors and STR's Board of Directors under applicable law (as determined following consultation with counsel) and the next succeeding sentence, the Board of Directors of each of DEI and STR shall recommend and declare advisable such approval and use its best efforts to solicit votes in favor of the matters set forth above. The Board of Directors of each of DEI or STR, as the case may be, may at any time prior to the expiration Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement and the Merger (in the case of STR) or the approval of the Standstill PeriodDEI Amended Certificate and the amendment to the DEI Long-Term Incentive Plan (in the case of DEI), each of the Investors agrees to or recommend and declare advisable any other offer or proposal, if (i) appear at such Board of Directors determines that the failure to so withdraw, modify, or change its recommendation and declaration would cause the Board of Directors to breach its fiduciary duties to DEI's or STR's stockholders’ meeting , as the case may be, under applicable law as advised in writing by counsel, or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) voteanother Person or group makes a Higher Offer that the Board of Directors reasonably believes, in the good faith exercise of its business judgment, is likely to lead to consummation of an agreement to acquire all of the stock of DEI or STR, as the case may be, and, notwithstanding anything contained in this Agreement to the contrary, any such withdrawal, modification, or cause to be votedchange of recommendation shall not constitute a breach of this Agreement by DEI or STR, all shares as the case may be; provided that neither Board of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card Directors may withdraw, modify or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except change its recommendation or declaration with respect to an Extraordinary Matter this Agreement or as otherwise set forth in this Section 2, each the Merger because of the stockholder proposals listed on trading price of DEI Shares between the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder approval by the Board, date hereof and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board; provided, however, in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each of the Investors shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date of this Agreement; or (I) any similar extraordinary transactions that would result in a Change of Control (as defined below) of the Companyapplicable stockholder meeting.

Stockholder Meetings. At each annual (a) AAT shall take all actions necessary to duly call and special hold a meeting of its stockholders held prior (the “AAT Stockholders Meeting”), as soon as reasonably practicable, to the expiration of the Standstill Period, each of the Investors agrees to approve the: (i) appear at such stockholders’ meeting or otherwise cause all shares issuance of Common Stock beneficially owned by each Investor and their respective Affiliates the AAT Shares pursuant to be counted as present for purposes of establishing a quorumthe business combination with M & I, (ii) voteAAT Name Change, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (aiii) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board)AAT Share Increase, and (biv) except with respect Reverse Stock Split (collectively, the “AAT Transaction Proposals”). Subject to an Extraordinary Matter or as otherwise set forth in this the provisions of Section 26.2, each (i) AAT’s Board of Directors shall recommend that the holders of the stockholder proposals listed on AAT Common Stock vote to approve the Company’s proxy card or voting instruction form as identified in the CompanyAAT Transaction Proposals, and shall use commercially reasonable efforts to solicit such approval, (ii) AAT’s proxy statement in accordance with shall include a statement to the Board’s recommendations, including in favor effect that the Board of all other matters recommended for stockholder approval by Directors of AAT recommends that AAT stockholders vote to approve the BoardAAT Transaction Proposals, and (iii) except with respect such Board recommendation shall not be withdrawn or modified in any manner adverse to an Extraordinary Matter M & I, and no resolution by the Board of Directors of AAT to withdraw or modify such recommendation in a manner adverse to M & I shall be adopted or proposed. (b) M & I shall take all actions necessary to duly call and hold a meeting of its stockholders (the “M & I Stockholders Meeting”), as otherwise set forth in this soon as reasonably practicable, to approve the Merger. Subject to Section 26.2, not execute any proxy card or voting instruction form in respect (i) M & I’s Board of such stockholders’ meeting other than Directors shall recommend that the proxy card and related voting instruction form being solicited by or on behalf holders of the Board; providedM & I Common Stock vote to approve the Merger, howeverand shall use commercially reasonable efforts to solicit such approval, (ii) M & I’s proxy statement shall include a statement to the effect that the Board of Directors of M & I recommends that M & I’s stockholders vote to approve the Merger, and (iii) such Board recommendation shall not be withdrawn or modified in a manner adverse to AAT, and no resolution by the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect Board of Directors of M & I to any proposal (other than the election of directors), each of the Investors withdraw or modify such recommendation in a manner adverse to AAT shall be permitted to vote in accordance with the recommendations of ISS; and provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, with respect to the Company: (A) the sale adopted or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date of this Agreement; or (I) any similar extraordinary transactions that would result in a Change of Control (as defined below) of the Companyproposed.

Stockholder Meetings. At Except to the extent legally required for the discharge by the board of directors of its fiduciary duties as advised by counsel, the Company and Parent each annual and special shall call a meeting of its stockholders (respectively, the "Company Stockholder Meeting" and the "Parent Stockholder Meeting" and, collectively, the "Stockholder Meetings") to be held prior to as promptly as practicable for the expiration purpose of considering the approval of this Agreement (in the case of the Standstill PeriodCompany) and the Parent Stockholders' Approvals (in the case of Parent). The Company and Parent will, each of the Investors agrees to (i) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and through their respective Affiliates Boards of Directors, recommend to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form in favor of (a) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (b) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations, including in favor of all other matters recommended for stockholder stockholders approval by the Board, and (iii) except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card matters and related voting instruction form being solicited by or on behalf of the Board; shall not withdraw such recommendation; provided, however, that a Board of Directors shall not be required to make, and shall be entitled to withdraw, such recommendation if such Board concludes in good faith on the basis of the advice of Xxxxxxxx & Xxxxxxxx in the event that Institutional Shareholder Services (“ISS”) recommends otherwise with respect to any proposal (other than the election of directors), each case of the Investors shall be permitted Company and Xxxxxx & Xxxxxxxxx in the case of Parent that the making of, or the failure to vote in accordance with withdraw, such recommendation would violate the recommendations fiduciary obligations of ISS; and provided, further, that with respect to any Extraordinary Matter, each such Board under applicable law. The Boards of Directors of the Investors Company, Parent and Sub will not rescind their respective declarations that the Merger is advisable, fair to and in the best interest of such company and its shareholders unless, in any such case, any such Board concludes in good faith on the basis of the advice of Xxxxxxxx & Xxxxxxxx in the case of the Company and Xxxxxx & Xxxxxxxxx in the case of Parent that the failure to rescind such determination would violate the fiduciary obligations of such Board under applicable law. The Company and Parent shall have the ability to vote freely. For purposes of this Agreement, an “Extraordinary Matter” means, coordinate and cooperate with respect to the Company: (A) timing of such meetings and shall use their reasonable best efforts to hold such meetings on the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination of the Company with a third party; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization of the Company; (F) any recapitalization of the Company; (G) any debt or equity issuances or financings; (H) the implementation of takeover defenses not in existence as of the date of this Agreement; or (I) any similar extraordinary transactions that would result in a Change of Control (as defined below) of the Companysame day.