Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ Meeting and Parent shall call and hold the Parent Shareholders’ Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially reasonable efforts to hold the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholders. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), the Company shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by Florida Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by Florida Law or applicable stock exchange requirements to obtain such approval. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party’s Articles of Incorporation and Bylaws to effect the Merger. The Company’s obligation to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Meeting; and neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representatives

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may beMerger, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially reasonable efforts to hold the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings its meeting of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), the Company shall use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by Florida Law or applicable stock exchange requirements to obtain such approvalProspectus. Parent shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by Florida Law or applicable stock exchange requirements to obtain such approval. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party’s Articles of Incorporation and Bylaws to effect the Merger. The Company’s 's obligation to call, give notice of, convene and hold the Company Shareholders’ Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections Section 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Stockholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has recommended that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger if the Board of Directors of Company reasonably concludes in good faith, after consultation with its outside counsel, that the failure to withhold, withdraw, amend or from not including modify such recommendation would be inconsistent with its recommendation fiduciary obligations under applicable law. Nothing contained in favor of adopting this Section 5.2 shall limit Company's obligation to hold and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to convene the Company and not Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Company shall have been withdrawn, (ii) neither the Company nor any of its representativesamended or modified).

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ -------------------- Stockholders' Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially all reasonable efforts to hold the Company Shareholders’ Parent Stockholders' Meeting and the Parent Shareholders’ Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 F-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, the Company shall use commercially all reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable efforts to solicit from its shareholders stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Law the International Business Companies Act of the British Virgin Islands or applicable stock exchange requirements to obtain such approval. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders stockholders required by applicable Law and such party’s Articles 's certificate of Incorporation incorporation and Bylaws bylaws to effect the Merger. The Company’s obligation to call, give notice of, convene Company shall call and hold the Company Shareholders’ Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by for the commencement, disclosure, announcement or submission to purpose of voting upon the Company approval of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Meeting; and neither the whether or not Company's Board of Directors of at any time subsequent to the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company date hereof determines that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Mergeris no longer advisable or recommends that Company's stockholders reject it. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representatives

Stockholder Meetings. (a) The Following the clearance of the Proxy Statement/Prospectus by the SEC and subject to the other provisions of this Agreement, the Company shall call shall, as soon as reasonably practicable thereafter, (i) mail the Proxy Statement/Prospectus to the Company Stockholders and (ii) duly and promptly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Company Shareholders’ Meeting and Parent shall call and hold the Parent Shareholders’ Meeting as promptly as practicable after the date hereof Stockholder Meeting”) for the purpose of voting upon the approval of this Agreement and the Merger or transactions contemplated hereby, including the Share IssuanceMerger. Subject to Section 7.10, as the case may be, pursuant to Company Board shall make the Joint Company Recommendation and the Proxy Statement/Prospectus, and Prospectus shall include the Company and Parent shall use commercially reasonable efforts Recommendation. Subject to hold the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholders. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)7.10, the Company shall will use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to transactions contemplated hereby, including the Joint Proxy Statement/Prospectus and shall take all Merger. -57- Notwithstanding any other action necessary provision hereof, the Company may postpone or advisable to secure adjourn the vote or Company Stockholder Meeting any number of times (i) with the consent of shareholders Parent, (ii) for the absence of a quorum, (iii) if additional time is reasonably required by Florida Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit proxies from its shareholders proxies the holders of Company Common Stock in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by Florida Law or applicable stock exchange requirements to obtain such approval. Unless the Company’s Board of Directors has withdrawn its recommendation adoption of this Agreement and the Merger approval of the transactions contemplated hereby, including the Merger, or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in compliance good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. (b) Notwithstanding any Change of Recommendation by the Company Board pursuant to Section 7.10, the Company shall submit this Agreement to the Company Stockholders for consideration at the Company Stockholder Meeting unless this Agreement is terminated in accordance with Section 5.2(c), each of 9 prior to the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or Company Stockholder Meeting. Without the prior written consent of shareholders Parent, the consideration of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law law to be voted on by the Company Stockholders in connection with the consideration of this Agreement and such partythe transactions contemplated hereby) that the Company shall propose to be acted on by the Company Stockholders at the Company Stockholders Meeting. (c) Following the clearance of the Proxy Statement/Prospectus by the SEC and subject to the other provisions of this Agreement, Parent shall, as soon as reasonably practicable thereafter, (i) mail the Proxy Statement/Prospectus to the Parent’s Articles of Incorporation stockholders and Bylaws to effect the Merger. The Company’s obligation to (ii) duly and promptly call, give notice of, convene and hold an annual or special meeting of its stockholders (the Company Shareholders’ Meeting in accordance with this Section 5.2(a“Parent Stockholder Meeting”) shall not be limited to or otherwise affected by for the commencement, disclosure, announcement or submission to purpose of voting upon the Company approval of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) , Reverse Stock Split Charter Amendment, New Parent Incentive Plan and Parent Common Stock Issuance. Subject to Sections 5.2(c) and 5.4(a): (i) Section 7.10, the Parent Board of Directors of shall make the Company shall recommend that the Company’s shareholders vote in favor of and adopt and approve this Agreement Parent Recommendation and the Merger at the Company Shareholders’ Meeting; and neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if shall include the Parent Recommendation. Subject to Section 7.10, Parent will use commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Reverse Stock Split Charter Amendment, New Parent Incentive Plan and the Parent Common Stock Issuance. Notwithstanding any other provision hereof, Parent may postpone or adjourn the Parent Stockholder Meeting any number of times (i) a Superior Offer (as defined below) is made to with the Company and not withdrawnconsent of the Company, (ii) neither for the Company nor absence of a quorum, (iii) if additional time is reasonably required to solicit proxies from the holders of Parent Common Stock in favor of the approval of the Merger, Parent Common Stock Issuance, Reverse Stock Split Charter Amendment or New Parent Incentive Plan, or (iv) to allow reasonable additional time for the filing and distribution of any of supplemental or amended disclosure which the Parent Board has determined in good faith (after consultation with its representativesoutside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Parent’s stockholders prior to the Parent Stockholder Meeting.

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ Stockholders' Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially reasonable efforts to hold the Company Shareholders’ Stockholders' Meeting and the Parent Shareholders’ Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), the Company shall use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders stockholders required by applicable Law and such party’s Articles 's Certificate of Incorporation and Bylaws to effect the Merger. The Company’s 's obligation to call, give notice of, convene and hold the Company Shareholders’ Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections Section 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Stockholders' Meeting; (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has recommended that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representativesrepresentatives shall have violated any of the restrictions set forth in Section 5.4 and Company is not then in breach of this Agreement, and (iii) the Board of Directors of Company concludes in good faith, after consultation with and receiving advice from its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is necessary in order for the Board of Directors of Company to comply with its fiduciary obligations to Company's stockholders under applicable law; PROVIDED, HOWEVER, that prior to any commencement thereof Company shall have given Parent at least forty eight (48) hours notice thereof and the opportunity to meet with Company and its counsel. Nothing contained in this Section 5.2 shall limit Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the stockholders of Company immediately preceding such transaction hold less than 51% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 51% of the fair market value of Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 51% of the voting power of the then outstanding shares of capital stock of Company, in each case on terms that the Board of Directors of Company determines, in its reasonable judgment (based on written advice of a financial advisor of nationally recognized reputation) to be more favorable to Company stockholders from a financial point of view than the terms of the Merger; PROVIDED, HOWEVER, that any such offer shall not be deemed to be a "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 Company's Board of Directors to be obtained by such third party on a timely basis.

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ -------------------- Stockholders' Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Parent and Company and Parent shall use commercially all reasonable efforts to hold the Company Shareholders’ Parent Stockholders' Meeting and the Parent Shareholders’ Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, the Company shall use commercially all reasonable best efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable best efforts to solicit from its shareholders stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida the Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company shall call and hold the Company’s Board Company Stockholders' Meeting for the purpose of Directors has withdrawn its recommendation voting upon the approval of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary whether or advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party’s Articles of Incorporation and Bylaws to effect the Merger. The not Company’s obligation to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the 's Board of Directors recommendation regarding at any time subsequent to the Merger. (b) Subject to Sections 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend date hereof determines that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Meeting; and neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend is no longer advisable or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company recommends that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger's stockholders reject it. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representatives

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ Stockholders' Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially all reasonable efforts to hold the Company Shareholders’ Parent Stockholders' Meeting and the Parent Shareholders’ Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 F-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, the Company shall use commercially all reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable efforts to solicit from its shareholders stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Law the International Business Companies Act of the British Virgin Islands or applicable stock exchange requirements to obtain such approval. Unless the Company’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders stockholders required by applicable Law and such party’s Articles 's certificate of Incorporation incorporation and Bylaws bylaws to effect the Merger. The Company’s obligation to call, give notice of, convene Company shall call and hold the Company Shareholders’ Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by for the commencement, disclosure, announcement or submission to purpose of voting upon the Company approval of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Meeting; and neither the whether or not Company's Board of Directors of at any time subsequent to the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company date hereof determines that the Company’s shareholders vote in favor of and adopt and approve this Agreement and the Mergeris no longer advisable or recommends that Company's stockholders reject it. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representatives

Stockholder Meetings. (a) The Company shall call and hold the Company Shareholders’ Stockholders' Meeting and Parent shall call and hold the Parent Shareholders’ Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially reasonable efforts to hold the Company Shareholders’ Stockholders' Meeting and the Parent Shareholders’ Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Shareholders’ Stockholders' Meeting or the Parent Shareholders’ 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 conduct business at their respective meetings of the shareholdersstockholders. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), the Company shall use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its shareholders stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of shareholders stockholders required by Florida Delaware Law or applicable stock exchange requirements to obtain such approval. Unless the Company’s 's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of shareholders stockholders required by applicable Law and such party’s Articles 's Certificate of Incorporation and Bylaws to effect the Merger. The Company’s 's obligation to call, give notice of, convene and hold the Company Shareholders’ Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger. (b) Subject to Sections Section 5.2(c) and 5.4(a): (i) the Board of Directors of the Company shall recommend that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders’ Stockholders' Meeting; (ii) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of Company has recommended that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company’s shareholders 's stockholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of adopting and approving this Agreement and the Merger or from not including its recommendation in favor of adopting and approving this Agreement and the Merger in the Joint Proxy Statement/Prospectus if (i) a Superior Offer (as defined below) is made to the Company and not withdrawn, (ii) neither the Company nor any of its representativesrepresentatives shall have violated any of the restrictions set forth in Section 5.4 and Company is not then in breach of this Agreement, and (iii) the Board of Directors of Company concludes in good faith, after consultation with and receiving advice from its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is necessary in order for the Board of Directors of Company to comply with its fiduciary obligations to Company's stockholders under applicable law; provided, however, that prior to any commencement thereof -------- ------- Company shall have given Parent at least forty eight (48) hours notice thereof and the opportunity to meet with Company and its counsel. Nothing contained in this Section 5.2 shall limit Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the stockholders of Company immediately preceding such transaction hold less than 51% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 51% of the fair market value of Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 51% of the voting power of the then outstanding shares of capital stock of Company, in each case on terms that the Board of Directors of Company determines, in its reasonable judgment (based on written advice of a financial advisor of nationally recognized reputation) to be more favorable to Company stockholders from a financial point of view than the terms of the Merger; provided, however, that -------- ------- any such offer shall not be deemed to be a "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 Company's Board of Directors to be obtained by such third party on a timely basis.