Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate The Company covenants that, promptly following the MergerClosing Date, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold Company shall take all corporate action necessary to call a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of considering and taking action seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon this Agreement the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewith, the Company will file with the Commission proxy materials (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the including a proxy statement and form of proxy) for use at the Stockholders’ Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or information statement prepared by supplemented, the Company for distribution “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in advance connection with the Stockholders’ Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders' Meeting ’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in accordance with Regulation 14A order to make the statements made therein not false or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred misleading, or omit to state any material fact necessary to correct any statement in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC earlier communication with respect to the Proxy Statement and any preliminary version thereof and cause solicitation of proxies or the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholdersStockholders’ Meeting which has become false or misleading. Parent will provide If the Company with should discover at any time prior to the information concerning Parent and Sub Stockholders’ Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be included set forth in a supplement or amendment to the Proxy Statement and Statement, in addition to the Company’s obligations under the Exchange Act, the Company will vote, or cause promptly inform the Placement Agent. The Board shall recommend to be voted, all Shares owned by it or its Subsidiaries the Company’s stockholders that the stockholders vote in favor of approval the proposals for Stockholder Approval at the Stockholders’ Meeting and adoption take all commercially reasonable action (including, without limitation, the hiring of this Agreement and a proxy solicitation firm of nationally recognized standing) to solicit the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without call a meeting of stockholders of every three (3) months thereafter to seek shareholder approval until the Company, in accordance with Section 253 of date that stockholder approval is obtained (the DGCL“Stockholder Approval Date”).

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following if required for the consummation of Merger under the OfferDGCL: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Stockholders' Meeting"), to be held as soon as practicable following after the consummation of the Tender Offer Purchase Time for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties except as otherwise permitted under applicable Laws after consultation with independent counselSection 5.3, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act Proxy Statement (the "Proxy Statement"A) the recommendation of the Board referred that stockholders of the Company vote in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby, and (B) a statement that the Board believes that the consideration to in Section 1.2 hereof; andbe received by the stockholders of the Company pursuant to the Merger is fair to such stockholders; (iii) except as otherwise permitted under Section 5.3, use its reasonable efforts to (A) to obtain and furnish the information required to be included by it in the Proxy Statement Disclosure Statements and, after consultation with Parent, respond promptly Parent and providing Parent with a reasonable opportunity to any comments made by the SEC with respect to review and comment upon the Proxy Statement and any preliminary version thereof and Statement, cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the consummation of the Tender Offer Purchase Time, and (B) to obtain the necessary approvals by its stockholders of this Agreement and the Merger by its stockholderstransactions contemplated hereby. Parent will provide the Company with the information concerning Parent At such meeting, Parent, GP and Sub required to be included in the Proxy Statement Acquisition will, and will votecause their affiliates to, or cause to be voted, vote all Shares owned by it or its Subsidiaries them in favor of approval and adoption of this Agreement Agreement, the Merger and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by Subject to fiduciary obligations under applicable Laws in order to consummate the MergerLaw, the Company, acting through the Board shallCompany will take, in accordance with applicable Laws, its Certificate of Incorporation Law and its Bylawscertificate of incorporation and bylaws, all reasonable action necessary to convene a meeting of holders of Shares (the “Stockholders Meeting”) as soon promptly as practicable following (but in any event within 60 days) after the consummation of date on which the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement SEC staff advises that it has no further comments thereon or information statement prepared by that the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause may commence mailing the Proxy Statement to be mailed consider and vote upon the adoption of this Agreement; provided, that the Company shall not postpone, recess or adjourn such meeting except (a) to its stockholders following the consummation extent required by Law, (b) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the board of directors of the Offer Company has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting, or (Bc) one adjournment for a period of up to 10 days only to solicit additional proxies so as to establish a quorum or to obtain the necessary approvals Company Requisite Vote, with the consent of this Agreement and Parent (such consent not to be unreasonably withheld, conditioned or delayed). Subject to Section 6.2, the Merger by its stockholders. Parent will provide board of directors of the Company with and any committee thereof shall recommend such adoption and, unless and until there has been a Change of Recommendation, shall include the information concerning Parent and Sub required to be included Company Recommendation in the Proxy Statement and will vote, or cause take all reasonable lawful action to be voted, all Shares owned by it or its Subsidiaries in favor of approval and solicit such adoption of this Agreement. Notwithstanding any Change of Recommendation, unless this Agreement and is terminated pursuant to Article VIII, this Agreement shall be submitted to the transactions contemplated herebyholders of Shares at the Stockholders Meeting for the purpose of adopting this Agreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws Law in order to consummate the Merger, the Company, acting through the Company Board shallof Directors, in accordance with applicable LawsLaw and the Company’s certificate of incorporation and bylaws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offershall: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following to consider the consummation adoption of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' “Special Meeting")”) as soon as reasonably practicable following the Acceptance Time; (ii) subject to its fiduciary duties under applicable Laws after consultation as soon as reasonably practicable following the Acceptance Time, prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated SEC under the Exchange Act (a preliminary proxy or information statement relating to the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement and, after consultation with ParentParent shall have had a reasonable opportunity to review and comment on the Proxy Statement, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (in either case, the “Proxy Statement Statement”) to be mailed to its stockholders following as promptly as practicable; (iii) subject to Section 5.2, include in the consummation Proxy Statement the recommendation of the Offer and Company Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement; and (Biv) obtain use commercially reasonable efforts to solicit from holders of Shares proxies in favor of the necessary approvals adoption of this Agreement and take all other action reasonably necessary or advisable to secure the Merger approval of stockholders required by its stockholders. the DGCL and any other applicable Law and the Company’s certificate of incorporation and bylaws to effect the Merger. (b) Parent will provide the Company with the information concerning Parent and Sub required agrees to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then beneficially owned by it or its Subsidiaries Sub in favor of approval and the adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation approval of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLMerger.

Stockholders Meeting. (a) If required by applicable Laws in order Law to consummate the Merger, the Company, acting through the Board shall, Company shall in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as reasonably practicable following the consummation acceptance for payment of Shares by the Purchaser pursuant to the Offer (or, if later, following the termination of the Offer subsequent offering period, if any) for the purpose of considering and taking action upon this Agreement (the "“Company Stockholders' ’ Meeting"”); (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (together with any amendments and supplements thereto, the “Proxy Statement Statement”) to be mailed to its stockholders following as soon as reasonably practicable, which Proxy Statement shall include all information required under applicable Law to be furnished to the consummation Company Stockholders in connection with the Merger and the transactions contemplated by this Agreement, and shall include the Company Board Recommendation and the full text of the Offer written opinion described in Section 3.25; and (iii) use its reasonable best efforts to solicit from holders of Shares proxies in favor of the Merger and take all actions reasonably necessary or, in the reasonable opinion of the Purchaser, advisable to secure the approval of stockholders required by the DGCL, the Company’s Certificate of Incorporation and any other applicable Law to effect the Merger. (Bb) obtain Subject to Section 5.2(d), the necessary approvals Company shall, through the Company Board of Directors, recommend to the Company Stockholders approval and adoption of this Agreement Agreement, including the Merger and the Merger transactions contemplated by its stockholdersthis Agreement, and, except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent the Company Board Recommendation. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with applicable Law. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and agrees that it will vote, or cause to be voted, all Shares of the shares of Company common stock then owned by it it, Purchaser or its any of Parent’s other Subsidiaries in favor of the approval and adoption of this Agreement Agreement, the Merger and the transactions contemplated herebyby this Agreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board shallCompany Board, shall take all actions in accordance with applicable LawsLegal Requirements, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation Organizational Documents of the Offer: Company and the rules of The American Stock Exchange to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Form S-4 Registration Statement, the Company Shareholders’ Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 5.1(b), to the fullest extent permitted by applicable Legal Requirements, (i) the Company Board shall recommend adoption of this Agreement by the shareholders of the Company (the “Company Voting Proposal”) and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the Company Board nor any committee thereof shall effect a Company Adverse Recommendation Change and (iii) the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall take all other action necessary or advisable to secure the Required Company Shareholder Vote. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a special meeting of its stockholders the holders of Company Common Stock, as soon as practicable following required by this Section, shall not be affected by the consummation withdrawal, amendment or modification of the Offer for recommendation by the purpose of considering Company Board or committee thereof and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject the Company agrees that its obligations pursuant to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared this Section shall not be affected by the Company for distribution commencement, public proposal, public disclosure or communication to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyAcquisition Proposal. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Special Meeting")) as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and, if later, the expiration of any subsequent offering period under Section 1.1(b) hereof; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable efforts (x) to (A) obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement Statement") to be mailed to its stockholders following the consummation of the Offer and (By) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. ; and (iii) include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with the provisions of this Agreement. (b) Parent will shall provide the Company with the information concerning Parent and Sub Purchaser required to be included in the Proxy Statement and will Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it it, the Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate As soon as reasonably practicable following the Mergerdate of this Agreement, the Company, acting through the its Board shallof Directors, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: shall (i) take all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon adopting this Agreement (the "Stockholders' “Stockholders Meeting"”); , (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by Proxy Statement that the Board of Directors of the Company for distribution to (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) recommends that the stockholders of the Company in advance adopt this Agreement and approve the Merger at such meeting (except to the extent that the Company has effected a Change of the Stockholders' Meeting Recommendation in accordance with Regulation 14A or Regulation 14C promulgated under this Section 6.1(a)) and, subject to the Exchange Act (consent of any Financial Advisor, the "Proxy Statement") the recommendation written opinion of any Financial Advisor, dated as of the Board referred date of this Agreement, that, as of such date, the Merger Consideration is fair, from a financial point of view, to in Section 1.2 hereof; and the holders of the Company Common Stock and (iii) use its reasonable best efforts to obtain the Company Requisite Vote (Aexcept to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1(a)). The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Neither the Board of Directors of the Company nor any committee thereof shall, directly or indirectly, withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the recommendation of the Board of Directors pursuant to the foregoing clause (ii) obtain of this Section 6.1(a) (any such action being referred to as a “Change of Recommendation”) it being understood that any “stop, look and furnish listen” or similar communication of the information required type contemplated by Rule 14d-9(f) of the Exchange Act shall not be deemed to be included by it a Change of Recommendation); provided, that, notwithstanding anything herein to the contrary, at any time prior to obtaining the Company Requisite Vote, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring or arising after the Proxy Statement anddate hereof that was neither known to the Board of Directors of the Company nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), effect a Change of Recommendation if (i) the Board of Directors shall have determined in good faith, after consultation with Parentwith, respond promptly to any comments made by and taking into account the SEC with respect advice of, outside counsel to the Proxy Statement Company, that, in light of such Intervening Event, the failure of the Board of Directors to effect a Change of Recommendation would result in a breach of its fiduciary duties under applicable Law and (ii) the Company has provided Parent with at least three business days’ prior written notice of such Change of Recommendation. (b) Any Change of Recommendation shall not change the approval of this Agreement, the Voting Agreements or any preliminary version thereof and cause other approval of the Proxy Statement Board of Directors of the Company, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be mailed applicable to its stockholders following the consummation transactions contemplated hereby or thereby, including the Merger. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the obligation of the Offer Company to call, give notice of, convene, hold, and (B) obtain the necessary approvals of submit this Agreement and the Merger by its stockholders. Parent will provide for a vote at the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, Stockholders Meeting as soon promptly as practicable after the consummation date of this Agreement shall not be limited or otherwise affected by the Offer (but in no event later than ten (10) business days thereafter)commencement, without disclosure, announcement or submission to it of any Acquisition Proposal or by a meeting Change of stockholders Recommendation. For the avoidance of doubt, the Company, Company shall not be required to hold the Stockholders Meeting if this Agreement is terminated in accordance with Section 253 of the DGCL8.1.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly The Company shall call, give notice of, hold and convene and hold a special meeting of its stockholders to consider the adoption of this Agreement, to be held as soon promptly as reasonably practicable following after the consummation mailing of the Offer for Proxy Statement/Prospectus to the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counselCompany’s stockholders. Except as permitted by Section 6.3, include in the proxy statement or information statement prepared by the Company for distribution to Board shall recommend that the stockholders of the Company in advance approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Stockholders' Meeting Company proxies in accordance with Regulation 14A or Regulation 14C promulgated under favor of the Exchange Act (adoption of this Agreement, and the "Proxy Statement"/Prospectus shall include a statement to the effect that the Company Board has made the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to Company Stockholders Meeting (A) obtain and furnish to the information extent necessary to ensure that any required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect supplement or amendment to the Proxy Statement and any preliminary version thereof and cause Statement/Prospectus is provided to the Proxy Statement to be mailed to its Company’s stockholders following the consummation of the Offer and or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide Company Stockholder Approval; provided, however, that the Company with Stockholders Meeting shall not be adjourned or postponed (x) to a date that is more than thirty (30) days after the information concerning Parent and Sub required date for which the meeting was previously scheduled without Parent’s prior written consent or (y) to be included in a date on or after two (2) Business Days prior to the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyEnd Date. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation Without limiting the generality of the Offerforegoing, at least 90 percent of the outstanding Sharesunless this Agreement shall have been terminated pursuant to Article VIII, each of Parent, Sub and the Company agrees that its obligations to hold the Company Stockholders Meeting, pursuant to this Section 6.5 shall take all necessary not be affected by the making of a Company Change of Recommendation and appropriate action its obligations pursuant to cause this Section 6.5 shall not be affected by the Merger commencement, announcement, disclosure, or communication to become effective, as soon as practicable after the consummation Company of any Competing Proposal or the Offer (but in no event later than ten (10) business days thereafter), without a meeting occurrence or disclosure of stockholders of the Company, in accordance with Section 253 of the DGCLany Intervening Event.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated SEC under the Exchange Act (and the "Proxy Statement") rules and regulations promulgated thereunder a preliminary proxy or information statement relating to the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement preliminary proxy or information statement and any preliminary version thereof and cause to have the Proxy Statement cleared by the SEC and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders following the consummation of the Offer and stockholders; (Biii) use its reasonable efforts to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide ; and (iv) subject to the fiduciary obligations of the Company with the information concerning Parent and Sub required to be included Board under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and, subject to the approval of the Financial Advisor, the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair from a financial point of view. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it it, the Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the Company Board shallof Directors, shall promptly, in accordance with applicable Laws, its law and the Company's Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders to consider and take action upon the approval and adoption of this Agreement and the approval of the Merger (the "Special Meeting") as soon as reasonably practicable following the consummation acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated SEC under the Exchange Act (a preliminary proxy or information statement relating to the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its all reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentParent and its counsel shall have had a reasonable opportunity to review and comment on the Proxy Statement, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement Statement") to be mailed to its stockholders following the consummation of the Offer and as promptly as practicable; (Biii) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included include in the Proxy Statement the unanimous recommendation of the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and will the approval and adoption of this Agreement; (iv) use all reasonable efforts to solicit from holders of Shares proxies in favor of the Merger and take all other action reasonably necessary or, in the reasonable opinion of Parent and Purchaser, advisable to secure the approval of stockholders required by the DGCL and any other applicable law and the Company's Certificate of Incorporation and Bylaws (if applicable) to effect the Merger; provided, that the obligations set forth in clauses (iii) and (iv) of this Section 1.9(a) shall be subject to Sections 1.10 and 5.2; and (v) at or prior to the Closing, deliver to Parent a certificate of its corporate secretary setting forth the voting results from the Special Meeting. (b) Parent agrees to vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or any of its Subsidiaries other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws Law in order to consummate the Merger, the Company, acting through the Company Board shallof Directors, in accordance with applicable LawsLaw and the Company’s certificate of incorporation and bylaws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offershall: (i) duly call, give notice of, convene and hold a special meeting of its stockholders to consider the adoption of this Agreement and the approval of the Merger (the “Special Meeting”) as soon as reasonably practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Acceptance Time; (ii) subject to its fiduciary duties under applicable Laws after consultation as soon as reasonably practicable following the Acceptance Time, prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated SEC under the Exchange Act (a preliminary proxy or information statement relating to the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable commercially reasonably efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentParent shall have had a reasonable opportunity to review and comment on the Proxy Statement, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (in either case, the “Proxy Statement Statement”) to be mailed to its stockholders following as promptly as practicable; (iii) subject to Section 5.2, include in the consummation Proxy Statement the recommendation of the Offer and (B) obtain Company Board of Directors that the necessary approvals stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger; and (iv) use commercially reasonable efforts to solicit from holders of Shares proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by its stockholders. the DGCL and any other applicable Law and the Company’s certificate of incorporation and bylaws (if applicable) to effect the Merger. (b) Parent will provide the Company with the information concerning Parent and Sub required agrees to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then beneficially owned by it or its Subsidiaries Sub in favor of approval and the adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation approval of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLMerger.

Stockholders Meeting. (a) If required by applicable Laws in order Except to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable extent that following the consummation of a Permitted Transaction, the Offer: (i) approval of the Transaction by Parent shareholders is not required under applicable Law, as evidenced by opinion of counsel to Parent to that effect reasonably satisfactory to Buyer, Parent shall duly take all lawful action to call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as practicable following in accordance with applicable Laws (the consummation of the Offer "Parent Stockholders Meeting") for the purpose of considering obtaining the Required Parent Vote and taking shall take all lawful action upon this Agreement to solicit the Required Parent Vote; and the board of directors of Parent shall recommend approval of the Transaction by the stockholders of Parent as required by Section 10-1202 of the Arizona Revised Statutes (the "Stockholders' MeetingParent Recommendation"); , and shall not (i) withdraw (or propose to withdraw) the Parent Recommendation, (ii) subject modify or qualify (or propose to its fiduciary duties under applicable Laws after consultation with independent counsel, include modify or qualify) in any manner adverse to Buyer the proxy statement Parent Recommendation or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts take any action or make any statement in connection with the Parent Stockholders Meeting inconsistent with such recommendation (any of the actions described in clauses (i), (ii) or (iii), a "Change in Parent Recommendation"); provided, however, that the board of directors of Parent may make a Change in Parent Recommendation pursuant to Section 8.8. Notwithstanding any Change in Parent Recommendation, this Agreement shall be submitted to the stockholders of Parent at the Parent Stockholders Meeting (A) obtain and furnish unless the information Parent Stockholders Meeting is not required to be included by it as described in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals first sentence of this Agreement Section 8.10) for the purpose of obtaining the Required Parent Vote and the Merger by its stockholders. nothing contained herein shall be deemed to relieve Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebysuch obligation. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. If the Company is required by applicable Law or Order to hold a meeting of Company Stockholders to consummate the Merger and provided that this Agreement shall not have been terminated, the parties covenant and agree as set forth in this Section 3.10. (a) If required by applicable Laws in order to consummate Parent and the Merger, the Company, acting through the Board Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon promptly as practicable and in any event no later than six Business Days following the consummation of acceptance for payment and payment for Company Common Shares by Merger Sub pursuant to the Offer: (i) duly call, give notice of, convene prepare and hold a special meeting of its stockholders as soon as practicable following file with the consummation of SEC the Offer for the purpose of considering Post-Effective Amendment and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its all commercially reasonable efforts to to: (A1) obtain and furnish the information required to be included by it the SEC in the Proxy Statement andand Post-Effective Amendment, after consultation with Parent, (2) to respond promptly to any comments made by the SEC with respect to the Proxy Statement or Post-Effective Amendment and (3) to have the Post-Effective Amendment declared effective by the SEC as promptly as practicable after filing. (b) The Company, acting through the Company Board of Directors, shall, in accordance with the Company Certificate of Incorporation, the Company Bylaws and any preliminary version thereof applicable Law or Order: (i) subject to the terms of this Agreement, include in the Proxy Statement (A) the recommendation of the Company Board of Directors that the Company Stockholders vote in favor of approval of the Merger and this Agreement and (B) the Fairness Opinion; (ii) duly call and give notice of the Company Stockholders Meeting and cause the Proxy Statement to be mailed to its stockholders the Company Stockholders as promptly as practicable and in any event no later than three Business Days after the date on which the Post-Effective Amendment is declared effective by the SEC; (iii) convene and hold the Company Stockholders Meeting as promptly as practicable and in any event no later than twenty (20) calendar days following the consummation date of the Offer and meeting notice contemplated by clause (Biii) above (or the next succeeding Business Day if such date is not a Business Day); (iv) use commercially reasonable efforts, subject to the terms of this Agreement, to obtain the necessary approvals of the Merger and this Agreement by the Company Stockholders; and (v) file the Certificate of Merger no later than the date on which such approval by the Company Stockholders is obtained. (c) Parent and Merger Sub agree promptly to correct the Post-Effective Amendment if and to the extent it shall have become false or misleading in any material respect (and the Merger Company, with respect to information supplied by it specifically for use in the Post-Effective Amendment or the Proxy Statement, shall promptly notify Parent and its stockholders. counsel of any required corrections of such information and shall reasonably cooperate with Parent will provide with respect to correcting such information) and to supplement the Post-Effective Amendment to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company with shall supplement the information concerning Parent and Sub required to be included provided by it specifically for use in the Post-Effective Amendment or the Proxy Statement to include any information that shall have become necessary or appropriate to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading), and will to take all steps necessary to cause the Post-Effective Amendment, as so corrected or supplemented, to be filed with the SEC (and the Company shall cause the Proxy Statement, as so corrected or supplemented, to be disseminated to Company Stockholders), in each case to the extent required by applicable federal securities laws. Each party and its counsel shall be given a reasonable opportunity to review and comment on the Post-Effective Amendment and the Proxy Statement before they are filed with the SEC and before they are distributed to Company Stockholders. Each party shall provide the other party and its counsel copies of any written comments and telephone notification of any oral comments that it or its counsel receives from the SEC or its staff with respect to the Post-Effective Amendment or the Proxy Statement promptly after receipt of such comments. (d) The Parent Parties shall vote, or cause to be votedvoted at the Company Stockholders Meeting, as the case may be, all of the Company Common Shares purchased in the Offer or otherwise acquired or owned by it or its Subsidiaries them in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLthis Agreement.

Stockholders Meeting. (a) If required by applicable Laws in order After the Purchaser has accepted for payment the Shares tendered pursuant to consummate the MergerOffer, the Company, acting through the Board Board, shall, at the Parent's request and in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a an annual or special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"), to be held as soon as practicable for the purpose of approving this Agreement, the Merger and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company Proxy Statement (as defined in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement"Section 4.08) the recommendation of the Board referred that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby and that the cash consideration to in Section 1.2 hereofbe received by the stockholders of the Company pursuant to the Merger is fair to such stockholders; and (iii) use its reasonable efforts to (A) obtain as soon as practicable after the Parent's request, prepare and furnish the information required to be included by it in the file a preliminary Proxy Statement with the SEC and, after consultation with Parentthe Parent and the Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following at the consummation earliest practicable time after responding to all such comments to the satisfaction of the Offer Staff of the SEC and (B) to obtain the necessary approvals by its stockholders of this Agreement Agreement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 2.07(a) shall not be affected by either the commencement, public proposal, public disclosure or other communication to the Company of any offer to acquire some or all of the Shares or all or any substantial portion of the assets of the Company or any change in the recommendation of the Board. (b) The Company, the Parent and the Purchaser, as the case may be, shall promptly prepare and file any other filings required under the Exchange Act or any other Federal or state securities or corporate laws relating to the Merger and the transactions contemplated herein (the "Other Filings"). Each of the parties hereto shall notify the other parties hereto promptly of the receipt by it of any comments from the SEC or its stockholdersStaff and of any request of the SEC for amendments or supplements to the Proxy Statement or by the SEC or any other governmental officials with respect to any Other Filings or for additional information and will supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its Staff or any other governmental officials, on the other hand, with respect to the Proxy Statement, any Other Filings or the Merger. The Company, the Parent will provide and the Company with Purchaser each shall use its best efforts to obtain and furnish the information concerning Parent and Sub required to be included in the Proxy Statement, any Other Filings or the Merger. If at any time prior to the time of approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such amendment or supplement. The Company shall not mail the Proxy Statement or, except as required by the Exchange Act or the rules and regulations promulgated thereunder, any amendment or supplement thereto, to the Company's stockholders unless the Company has first obtained the consent of the Parent to such mailing. (c) At the Stockholders' Meeting, the Parent, the Purchaser and their affiliates will vote, or cause to be voted, vote all Shares owned by it or its Subsidiaries them in favor of approval and adoption of this Agreement Agreement, the Merger, and the transactions contemplated herebyhereby and thereby. (bd) Notwithstanding Section 2.5(a)the foregoing, if Parent and Sub and their affiliates in the event that the Purchaser shall collectively own, following consummation of the Offer, acquire at least 90 percent of the outstanding Shares, each the parties hereto agree, at the request of Parentthe Purchaser, Sub and the Company shall to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition and satisfaction or waiver of the conditions of Article VII, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) Section 2.8.1 If required by applicable Laws law in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: Company shall (iA) duly call, give notice of, convene call and hold a special meeting of its stockholders (the “Company Stockholders’ Meeting”) as soon promptly as practicable following the consummation later of the Offer Expiration Date or the expiration of any subsequent offering period as permitted by Section 1.1.2, or upon the request of Parent, for the purpose of considering and taking action upon the Merger and this Agreement Agreement; (B) prepare and file with the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) this Agreement, and use its reasonable efforts (1) to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as defined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement (as the same may be supplemented or amended from time to time, the “Proxy Statement Statement”) to be mailed to its stockholders following the consummation of the Offer and (B2) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent ; and Sub required (C) subject to be included Section 5.4.3, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of this Agreement. In addition, the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. The Company, after consultation with Parent, will use all reasonable efforts to respond to any comments made by the SEC with respect to any Other Filings. Each of the Company, on the one hand, and Parent and the Purchaser, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities laws. Section 2.8.2 Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it it, the Purchaser or its Subsidiaries any Parent Subsidiary in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLthis Agreement.

Stockholders Meeting. (a) If approval by the Company's --------------------- stockholders is required by applicable Laws in order law to consummate the Merger, the Company, acting through the Board shallBoard, shall in accordance with applicable Laws, its law and the Company's Restated Certificate of Incorporation and its Bylaws, By-Laws as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold as soon as reasonably practicable following consummation of the Offer, a special meeting of its stockholders or take such other action as soon as practicable following may be permitted under the consummation of Delaware Law (the Offer "Stockholders' Meeting") for the purpose of considering and taking action upon this Agreement (and the "Stockholders' Meeting")Merger; (ii) subject include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby, unless the Board (or any committee of the Board established to take action under this Agreement) determines in good faith (upon advice of counsel) that such recommendation is inconsistent with its performance of its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared law as determined by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereofmembers thereof by a majority vote; and (iii) use its reasonable best efforts to (A) to obtain and furnish the information required to be included by it in the Proxy Statement to be prepared by the Company and filed as soon as reasonably practicable following consummation of the Offer with the SEC with respect to the Stockholders' Meeting and, after consultation with ParentParent and Acquisition, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the consummation of the Offer and (B) subject to the exercise of the fiduciary duty of the Board after consultation with its legal counsel, to obtain the necessary approvals by its stockholders of this Agreement and the Merger transactions contemplated hereby. The information provided and to be provided by its stockholders. Parent will provide the Company with the information concerning Company, Parent and Sub required to be included Acquisition for use in the Proxy Statement shall, as of the date of mailing of the Proxy Statement and will voteas of the date of the Stockholders' Meeting, not contain any untrue statement of a material fact or cause omit to state any material fact required to be votedstated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Acquisition agree that they will cause all Shares then owned by it or its Subsidiaries them and their subsidiaries to be voted in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)the foregoing, if in the event that Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, acquire at least 90 ninety percent (90%) of the outstanding Shares, each the parties hereto agree, at the request of Parent, Sub and the Company shall to take all necessary and appropriate action to cause the Merger to become effective (or, as contemplated by Section 2.01 hereof, to cause a merger of Acquisition (or any other direct or indirect subsidiary of Parent) into the Company to become effective), as soon as reasonably practicable after the consummation expiration of the Offer (but in no event later than ten (10) business days thereafter)Offer, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCLDelaware Law.

Stockholders Meeting. (a) If required by applicable Laws in order Subject to consummate the MergerSection 5.7 hereof, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: Company shall take all lawful action to (i) duly call, give notice of, convene and hold cause a special meeting of its stockholders Stockholders (the "Stockholders Meeting") to be duly called and held as soon as practicable following the consummation of the Offer possible for the purpose of considering obtaining Stockholder Approval and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject solicit proxies from its Stockholders to obtain Stockholder Approval. Company's board of directors shall recommend approval and adoption of this Agreement and the Merger by Company's Stockholders and, except as permitted by Section 5.7(c), shall not withdraw, amend, or modify their respective recommendations in a manner adverse to Parent (or announce publicly its fiduciary duties under applicable Laws intention to do so). In this regard, Company shall: (a) as promptly as practicable after consultation the date of this Agreement, prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish containing the information required to be included by it disclosed to the Stockholders in connection with the Proxy Statement vote of the Stockholders to provide Stockholder Approval, give Parent the opportunity to review the preliminary proxy statement prior to its being filed with the SEC, and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement (the "Proxy Statement Statement") to be mailed to its stockholders following the consummation Stockholders; and (b) subject to the fiduciary duties of the Offer Board of Directors and (B) obtain the necessary approvals Section 5.7 of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included Agreement, include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of Company's board of directors that the Stockholders vote in favor of approval and adoption of this Agreement and the transactions contemplated hereby.Agreement; (bc) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation subject to the fiduciary duties of the OfferBoard of Directors and Section 5.7 of this Agreement, at least 90 percent of use its reasonable best efforts to obtain Stockholder Approval; and (d) otherwise comply in all material respects with all legal requirements applicable to the outstanding SharesStockholders Meeting. After the date hereof, each none of Parent, Sub MergerSub or any of Parent's other subsidiaries shall purchase, offer to purchase or enter into any contract, agreement or understanding with respect to Company Shares, except pursuant to the Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLVoting Agreement.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold The Company shall cause a special meeting of its stockholders (the "Stockholders Meeting") to be duly called and held as soon as reasonably practicable following after the consummation of the Offer date hereof for the purpose of considering voting on (i) the approval of the issuance of the Purchased Shares and taking action upon this Agreement the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholders' MeetingStockholder Approval"); . In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable best efforts to obtain the Stockholder Approval and (Aiii) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation otherwise comply with Parent, respond promptly to any comments made by the SEC with respect all legal requirements applicable to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholdersStockholders Meeting. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as As soon as practicable after the consummation of the Offer (practicable, but in no event later than ten (10) business days thereafter)two Business Days, without a meeting of stockholders following receipt of the CompanyStockholder Approval, in accordance the Company shall file the Certificate of Amendment with Section 253 the Delaware Secretary of the DGCLState and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filing.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation execution of the Offer this Agreement for the purpose of considering and taking action upon this Agreement and the Transactions (it being understood that the "Stockholders' Meeting"date of the Special Meeting shall be reasonably acceptable to Parent); (ii) subject to its fiduciary duties under applicable Laws after consultation as promptly as practicable (but in no event later than twenty-five (25) days following the date of this Agreement) prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to this Agreement and the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; andTransactions; (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC in a definitive proxy statement (the "Proxy Statement Statement") and, after consultation with ParentMergerCo, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause the Proxy Statement to be mailed to its stockholders not later than five (5) business days following clearance from the consummation of the Offer SEC, and (B) obtain the necessary approvals approval of this Agreement and the Merger Transactions by its stockholders. Parent will provide ; and (iv) subject to the fiduciary duties of the Company with the information concerning Parent and Sub required to be included Board as provided in Section 7.5, include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the transactions contemplated herebyTransactions. (b) Notwithstanding Section 2.5(a)Each of the Company, if on the one hand, and Parent and Sub MergerCo, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and their affiliates to the extent that such information shall collectively ownhave become false or misleading, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall further agrees to take all necessary and appropriate action steps to cause the Merger Proxy Statement as so corrected to become effective, as soon as practicable after be filed with the consummation of SEC and to be disseminated to the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance each case, as to the extent required by applicable federal securities laws. (c) As soon as practicable following the date of this Agreement, the Company and MergerCo shall together prepare and file with Section 253 the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). The Company and MergerCo shall use all reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as soon as practicable following such filing. Each of the DGCLCompany, Parent and MergerCo shall furnish all information about itself, its business and operations and its owners and all financial information to Parent and MergerCo as may be reasonably necessary in connection with the preparation of the Schedule 13E-3. Each of the Company, Parent and MergerCo agrees promptly to correct any information provided by it for use in the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect. Each of the Company and MergerCo shall notify the other of the receipt of any comments of the SEC with respect to the Schedule 13E-3. Each of the Company and MergerCo shall give the other and its counsel the opportunity to review Schedule 13E-3 prior to its being filed with the SEC and shall give the other and its counsel the opportunity to review all amendments and supplements to the Schedule 13E-3 and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. (d) None of the information supplied by the Company specifically for inclusion or incorporation by reference in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) the Other Filings (as hereinafter defined), will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement and the Schedule 13E-3, as of the date it or any amendment or supplement thereto is mailed to stockholders and at the time of any meeting of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Schedule 13E-3, insofar as they relate to the A-19 110 Company or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company makes no representation, warranty or covenant with respect to information concerning Parent or MergerCo included in the Proxy Statement or the Schedule 13E-3 or information supplied by Parent or MergerCo for inclusion in the Proxy Statement or the Schedule 13E-3. (e) None of the information supplied by Parent or MergerCo specifically for inclusion or incorporation by reference in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) the Other Filings, will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy Statement and the Schedule 13E-3, as of the date it or any amendment or supplement thereto is mailed to stockholders and at the time of any meeting of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and the Schedule 13E-3, insofar as they relate to Parent or MergerCo or other information supplied by Parent or MergerCo for inclusion therein, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable following the consummation acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts (x) to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as defined below) and, after consultation with Parentthe Purchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement Statement"), to be mailed to its stockholders following stockholders, provided that no amendment or supplement to the consummation of Proxy Statement will be made by the Offer Company without consultation with the Purchaser and its counsel and (By) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide ; and (iii) notwithstanding the Company provisions of Section 2.7(a)(ii)(y), unless the Board of Directors, after consultation with outside legal counsel to the information concerning Parent and Sub required Company, determines that to be included do so would likely breach the fiduciary duties of the Board of Directors under applicable law, include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and will the adoption of this Agreement. (b) The Purchaser shall vote, or cause to be voted, all of the Shares then owned by it or any of its Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board The Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as reasonably practicable following the consummation of the Offer: (i) date hereof, establish a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Company Stockholders’ Meeting”), after coordination with Parent, solely for the purpose of considering voting upon the adoption and taking action upon approval of this Agreement, the Merger and the other transactions contemplated hereby; provided, however, the Company Stockholders’ Meeting shall be held not later than two (2) Business Days prior to the Outside Date (provided that, the Company shall not be required to hold the Stockholders’ Meeting by such date if (A) at such time the Company would be entitled to terminate this Agreement (under Section 8.1(g) as a result of an intentional or willful breach by Parent and such breach by Parent has been the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counselcause of, include in or resulted in, the proxy statement or information statement prepared by the Company for distribution to stockholders failure of the Company in advance of to call or hold the Company Stockholders' ’ Meeting in accordance with Regulation 14A on or Regulation 14C promulgated under the Exchange Act before such date or (the "Proxy Statement"B) the recommendation of Company shall have been prohibited by applicable Law from holding the Board referred Company Stockholders’ Meeting during the 30 day period prior to in Section 1.2 hereofsuch date; and (iii) use its provided that, the Company has used all commercially reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation remove such legal impediments). In connection with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement Stockholders’ Meeting and the transactions contemplated hereby. , the Company will (bi) Notwithstanding use its commercially reasonable efforts (including postponing or adjourning the Company Stockholders’ Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the other transactions contemplated hereby and (ii) otherwise comply with all legal requirements applicable to the Company Stockholders’ Meeting. Subject to Section 2.5(a6.4(e), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause shall, through its Board of Directors, provide the Merger to become effective, as soon as practicable after Company Recommendation at the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCompany Stockholders’ Meeting.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Company Board shall(or a committee thereof), in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, shall as soon promptly as practicable following confirmation by the consummation of SEC that the Offer: (i) SEC has no further comments on the Proxy Statement, take all action necessary, including under the DGCL, to duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering approving and taking action upon adopting this Agreement (including any adjournment or postponement thereof, the "Stockholders' “Stockholders Meeting"”) and shall not, without the prior written consent of Parent, postpone, recess or adjourn such meeting; provided that the Company may postpone, recess or adjourn such meeting (i) if on the date on which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement); , the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Requisite Vote or there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (ii) if the failure to postpone, recess or adjourn the Stockholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Proxy Statement to be timely provided to the holders of Company Shares; provided that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent. The Company shall (a) subject to Section 6.1(c), include in the Proxy Statement the Recommendation and (b) subject to Section 6.1(c), use its reasonable best efforts to obtain the Company Requisite Vote, including to actively solicit (or cause to be solicited) proxies necessary to obtain the Company Requisite Vote; provided that the Company Board may (i) fail to include the Recommendation in the Proxy Statement distributed to stockholders; (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, or otherwise declare advisable to the stockholders of the Company, an Acquisition Proposal; (iii) following the commencement of a tender offer or exchange offer that constitutes an Acquisition Proposal, fail to publish, send or give to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten (10) Business Day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such tender offer or exchange offer and affirming the Recommendation; or (iv) formally resolve to effect or publicly announce an intention to effect any of the foregoing, in each case prior to obtaining the Company Requisite Vote (a “Change of Recommendation”), if (x) (A) a bona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of Section 6.1 is made to the Company and is not withdrawn and the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or (B) there exists any event, development, circumstance, change, effect, condition or occurrence (other than an Acquisition Proposal) that was not known by the Company Board or, if known, the consequences of which were not known or reasonably foreseeable, as of the date of this Agreement, (y) the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that the failure of the Company Board to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Laws after consultation Law and (z) (A) if such Change of Recommendation is made in response to an Acquisition Proposal, the Company complies with independent counselthe provisions of Section 6.1(c) or (B) if such Change of Recommendation is not made in response to an Acquisition Proposal, include the Company (x) delivers to Parent a written notice informing Parent that the Company Board proposes to take such action and the basis of the proposed action no less than four (4) Business Days before taking such action and (y) during such four (4) Business Day period, if requested by Parent, engages in good faith negotiations with Parent and its Representatives regarding any adjustments in the terms and conditions of this Agreement proposed by Parent so that such event, development, circumstance, change, effect, condition or occurrence would cease to warrant a Change of Recommendation. The Company shall keep Parent updated with respect to proxy statement or information statement prepared solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement the Company for distribution to stockholders Board makes a Change of Recommendation, the Company in advance nevertheless shall submit this Agreement to the holders of Company Shares for approval and adoption at the Stockholders' Stockholders Meeting unless and until this Agreement is terminated in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyterms. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order Subject to consummate the Mergerprovisions of Section 7.3(a), the Company, acting through the Board shallCompany will take, in accordance with applicable Laws, its Certificate of Incorporation Law and its Bylawscertificate of incorporation and bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, all action necessary to convene and hold a special meeting of its stockholders as soon as practicable following the consummation holders of the Offer for the purpose of considering and taking action upon this Agreement Shares (the "Stockholders' “Company Stockholders Meeting"); (ii”) subject to its fiduciary duties under applicable Laws as promptly as reasonably practicable after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting Proxy Statement is mailed in accordance with Regulation 14A or Regulation 14C promulgated under Section 5.3(a) to consider and vote upon the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and to cause such vote to be taken. Once the transactions contemplated herebyCompany Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) there are holders of insufficient Shares present or represented by a proxy at the Company Stockholders Meeting to constitute a quorum at the Company Stockholders Meeting, (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law (including any requirement under applicable fiduciary duties as determined by the board of directors of the Company (or any authorized committee thereof) in good faith after consultation with outside counsel to give the holders of Shares sufficient time to evaluate any information that the Company has sent or is otherwise made available to the holders of Shares) or a request from the SEC or its staff or (iii) the board of directors of the Company (or any authorized committee thereof) has determined that additional time is needed to allow the Company to solicit proxies from the holders of Shares; provided, further, that the Company shall not postpone or adjourn the Company Stockholders Meeting to a date that is in the aggregate more than forty five (45) days after the date for which the Company Stockholders Meeting was originally scheduled (other than, following consultation with Parent, any adjournments or postponements required by applicable Law or a request from the SEC or its staff). Subject to Section 5.2, the Company’s board of directors shall recommend such adoption and shall use commercially reasonable efforts to solicit such approval. (b) Notwithstanding Without limiting the generality of the foregoing, but subject to the Company’s ability to terminate this Agreement pursuant to Section 2.5(a7.3(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company agrees that its obligations to hold the Company Stockholders Meeting pursuant to this Section 5.4 shall take all necessary not be affected by the making by it of a Company Change of Recommendation, and appropriate action its obligations pursuant to cause this Section 5.4 shall not be affected by the Merger commencement, announcement, disclosure, or communication to become effective, as soon as practicable after the consummation Company of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLany Company Acquisition Proposal or other proposal or other event.

Stockholders Meeting. (a) If required by applicable Laws in order Subject to consummate the MergerSection 5.10, the Company, acting through the Board Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation law and its Bylawscertificate of incorporation and bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable following the consummation clearance by the SEC of the Offer Proxy Statement for the purpose of considering and taking action voting upon the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board shall (i) recommend to the stockholders of the Company the approval and adoption of this Agreement (and the "Stockholders' Meeting"); Merger, (ii) subject include in the Proxy Statement such favorable recommendation of the Company Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement, (iii) take all lawful actions to its fiduciary duties under applicable Laws solicit such approval from the stockholders of the Company and (iv) not withdraw or modify such favorable recommendation; provided, however, notwithstanding the foregoing, the Company Board may withdraw, change or modify such favorable recommendation, cancel, delay or adjourn the Stockholders Meeting or not submit this Agreement or the Merger for approval by the Company’s Stockholders at the Stockholders’ Meeting or any adjournment thereof if, in each case, the Company Board, after consultation with independent outside legal counsel, include determines in the proxy statement or information statement prepared by good faith that taking such action is necessary for the Company for distribution Board to comply with its fiduciary duties to the Company’s stockholders under applicable law. (b) As soon as reasonably practicable following the execution of this Agreement and in connection with the Stockholders Meeting, the Company in advance of shall (i) promptly prepare and file with the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) SEC, use its commercially reasonable efforts to (A) obtain have cleared by the SEC and furnish the information required thereafter mail to be included by it in its stockholders as promptly as practicable the Proxy Statement andand all other proxy materials required in connection with such meeting, after consultation with Parent, respond promptly to (ii) notify Merger Sub and Parent of the receipt of any comments made by of the SEC with respect to the Proxy Statement and of any preliminary version thereof requests by the SEC for any amendment or supplement thereto or for additional information and cause shall promptly provide to Merger Sub and Parent copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) give Merger Sub and Parent and their counsel the opportunity to review the Proxy Statement to be mailed prior to its stockholders following being filed with the consummation SEC and shall give Merger Sub and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (iv) subject to Section 5.02(a) and the right of the Offer and (B) Company to terminate this Agreement as provided in Section 5.10(b), use its commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Merger and (v) use its commercially reasonable efforts to set a record date for the Stockholders Meeting as early as practicable following the clearance of the Proxy Statement by its stockholders. Parent will provide the Company with SEC or a determination by the information concerning Parent and Sub required SEC not to be included in review the Proxy Statement and otherwise to comply with all legal requirements applicable to the Stockholders Meeting. Parent and Merger Sub will voteuse commercially reasonable efforts to deliver to the Company all readily available information reasonably requested by the Company for inclusion in the Proxy Statement. The Company may, if it has complied with the provisions of Section 5.10 and this Section 5.02, and it receives a bona fide Acquisition Proposal that it reasonably expects could result in a Superior Proposal, delay the mailing of the Proxy Statement or cause the holding of the Stockholders Meeting, in each case, for such time as is necessary for the board of directors of the Company to be votedconsider such Acquisition Proposal and to determine the effect, all Shares owned by it or if any, on its Subsidiaries recommendation in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)Merger; provided, if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten shall such delay exceed three (103) consecutive business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdays.

Stockholders Meeting. (a) If required the Purchaser owns less than 90% of the Shares following the purchase of Shares by applicable Laws in order the Purchaser pursuant to consummate the MergerOffer, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of voting, considering and taking action upon this Agreement (and the "Stockholders' Meeting")Merger; (ii) subject to its fiduciary duties under applicable Laws after consultation promptly prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) Merger and this Agreement, obtain and furnish the information required by the SEC to be included by it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement, use its reasonable best efforts to have cleared by the SEC and cause a definitive proxy or information statement and all other proxy materials for such meeting (the "Proxy Statement Statement") to be mailed to its stockholders following the consummation of the Offer and (B) use its reasonable best efforts to obtain the necessary approvals adoption of this Agreement and the Merger transactions contemplated hereby by its stockholders. stockholders and will otherwise comply with all legal requirements applicable to such meeting; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by the Company's outside counsel and subject to Section 5.04(b) hereof, include in the Proxy Statement the recommendation of the Board that stockholders of the Company approve and vote in favor of the adoption of this Agreement and the Merger. (b) Parent agrees that it will provide the Company with the information concerning Parent and Sub the Purchaser required to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then owned by it Parent, the Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its BylawsSeller will, as soon as practicable following the consummation of the Offer: (i) Execution Date, duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Stockholders Meeting”) for the purpose of considering and taking action upon this Agreement (seeking the "Stockholders' Meeting"); (ii) Stockholder Approval and, subject to Section 6.6, will use its fiduciary duties under applicable Laws after reasonable best efforts to solicit approval of this Agreement. Seller will schedule the Stockholders Meeting to be held within twenty-five (25) Business Days of the initial mailing of the Proxy Statement. Except as set forth on Schedule 6.8, any adjournments or postponements of the Stockholders Meeting shall require the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). Seller, in consultation with independent counselXxxxxxxxx, include in shall set a record date for Persons entitled to notice of, and to vote at, the proxy statement Stockholders Meeting, and, except as set forth on Schedule 6.8, shall not change such record date without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting delayed). Seller shall conduct a broker search in accordance with Regulation 14A or Regulation 14C promulgated under Rule 14a-13 of the Exchange Act on a date selected by Seller in consultation with Purchaser to enable such record date to be set within sixty-one (61) days following the "Proxy Statement") Execution Date. Unless the recommendation Board shall have made a Change in Recommendation, Seller shall use reasonable best efforts to obtain the Stockholder Approval, including to solicit proxies in favor of approval of the Board referred Asset Sale and the other transactions contemplated by this Agreement. Seller shall ensure all proxies solicited by Seller and its Representatives in connection with the Stockholders Meeting are solicited in compliance with all applicable Law. Seller shall, upon the reasonable request of Purchaser, advise Purchaser at least on a daily basis on each of the last seven (7) Business Days prior to in Section 1.2 hereof; and (iii) use its reasonable efforts the date of the Stockholders Meeting as to (A) obtain and furnish the information required to be included aggregate tally of proxies received by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC Seller with respect to the Proxy Statement and any preliminary version thereof and cause Stockholder Approval. The Stockholder Approval matters shall be the Proxy Statement only matters (other than a customary adjournment proposal) that Seller shall propose to be mailed to its acted on by the stockholders following of Seller at the consummation Stockholders Meeting without the prior written consent of the Offer and Purchaser (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required such consent not to be included in the Proxy Statement and will voteunreasonably withheld, conditioned or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebydelayed). (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If Subject to the terms and conditions of this Agreement, if the adoption of this Agreement by the Company’s stockholders at a meeting of stockholders is required by applicable Laws in order Law (including if the conditions to consummate the MergerTop-Up Option are not satisfied or if the Top-Up Option is for any reason deemed to be invalid or unenforceable), the Company, acting through the Board shallCompany Board, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable shall take the following the consummation of the Offeractions: (i) as soon as reasonably practicable following the Acceptance Time, and in consultation with Parent, Purchaser and their counsel, prepare and file with the SEC a preliminary proxy statement or preliminary information statement, as applicable (such proxy statement or information statement, as amended and supplemented, the “Proxy/Information Statement”) relating to the Merger and this Agreement and use its commercially reasonable efforts to obtain and furnish the information required to be included by the Exchange Act in the Proxy/Information Statement and, after consultation with Parent, Purchaser and their counsel, to respond promptly to, and attempt to resolve, any comments received from the SEC with respect to the preliminary Proxy/Information Statement and cause to be mailed to the Company’s stockholders a definitive Proxy/Information Statement, a copy of this Agreement or a summary thereof and take all actions necessary to (x) comply with the Dissenters’ Rights Statutes (including, without limitation, the notice requirements set forth in NRS 92A.410) and (y) subject to the proviso in Section 2.10(a)(ii), obtain the necessary approval of this Agreement by its stockholders; (ii) include in the Proxy/Information Statement the recommendation referred to in Section 4.3(b); provided, however, that such recommendation may be withdrawn, modified or amended, in each case (x) in accordance with the provisions of Section 6.2(c) or (y) other than in connection with an Alternative Proposal, if the Company Board shall have determined in good faith (after consultation with the Company’s outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law; and (iii) as soon as reasonably practicable following the clearance of the Proxy/Information Statement by the SEC, duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Stockholders’ Meeting”) for the purpose of considering and taking action upon this Agreement Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Stockholders’ Meeting if the Company Board shall have determined in good faith (after consultation with the "Stockholders' Meeting"); (iiCompany’s outside counsel) subject that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Laws Law. (b) Parent and Purchaser shall in the case of a Stockholders’ Meeting, cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, Purchaser or any of their Affiliates to be voted in favor of the approval of this Agreement. (c) The Company, Parent and Purchaser shall cooperate with each other in the preparation of any Proxy/Information Statement required hereunder. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment upon the Proxy/Information Statement prior to the filing thereof with the SEC, and the Company shall not file any preliminary or definitive Proxy/Information Statement, or amendment or supplement thereto, without providing Parent, Purchaser and their counsel a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered in good faith by the Company). The Company shall provide Parent, Purchaser and their counsel, promptly after receipt thereof, with copies of any written comments or other material communications the Company or its counsel receives from time to time from the SEC or its staff with respect to the Proxy/Information Statement, and with copies of any written responses to and telephonic notification of any material verbal responses received from the SEC or its staff by the Company or its counsel with respect to the Proxy/Information Statement. If at any time prior to the approval and adoption of this Agreement by the Company’s stockholders the Company shall become aware of the occurrence of any event or other circumstance relating to it or any of the Company Subsidiaries as to which an amendment or supplement to the Proxy/Information Statement shall be required, the Company shall promptly prepare and mail to its stockholders such amendment or supplement. The Company shall not mail the Proxy/Information Statement, or any amendment or supplement thereto, without reasonable advance consultation with independent Parent, Purchaser and their counsel, include . (d) The Company agrees that the information relating to the Company and the Company Subsidiaries contained in the proxy statement Proxy/Information Statement, or in any other document filed in connection with this Agreement or any of the Transactions with any other Governmental Entity (to the extent such information statement prepared was provided by the Company for distribution inclusion therein), at the respective times that the applicable document is filed with the SEC or such other Governmental Entity and (if applicable) first mailed or otherwise disseminated to stockholders of the Company and, in advance addition, in the case of the Proxy/Information Statement, at the date it or any amendment or supplement thereto is mailed to the Company’s stockholders and at the time of the Stockholders' Meeting in accordance with Regulation 14A ’ Meeting, will not contain any untrue statement of a material fact or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred omit to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information state any material fact required to be included by it stated therein or necessary in order to make the Proxy Statement andstatements therein, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation in light of the Offer and circumstances under which they are made, not misleading. (Be) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will shall provide the Company with the information concerning Parent Parent, Purchaser and Sub their respective Affiliates required to be included in the Proxy Statement Proxy/Information Statement. Parent agrees that the information relating to Parent, Purchaser and will votetheir respective Affiliates contained in the Proxy/Information Statement, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of any other document filed in connection with this Agreement and or any of the transactions contemplated hereby. Transactions with any other Governmental Entity (b) Notwithstanding Section 2.5(ato the extent such information was provided by Parent or Purchaser for inclusion therein), if Parent at the respective times that the applicable document is filed with the SEC or such other Governmental Entity and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action first mailed or otherwise disseminated to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the CompanyCompany and, in accordance with Section 253 addition, in the case of the DGCLProxy/Information Statement, at the date it or any amendment or supplement thereto is mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Company Board shall(or a committee thereof), in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, shall as soon as reasonably practicable following the consummation of date on which the Offer: (i) Company learns that the Proxy Statement will not be reviewed or that the SEC has no further comments thereon, duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer to be held no more than 50 days thereafter for the purpose of considering approving and taking action upon adopting this Agreement (including any adjournment or postponement thereof, the "Stockholders' “Stockholders Meeting"”) and shall not postpone, recess or adjourn such meeting; provided, that the Company may postpone, recess or adjourn such meeting (i) if on the date on which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement); , the Company has not received proxies representing a sufficient number of Shares to obtain the Company Requisite Vote or there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (ii) if the failure to postpone, recess or adjourn the Stockholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Proxy Statement to be timely provided to the holders of Shares; provided, further, that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than 30 days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent. The Company, acting through the Company Board (or a committee thereof), shall (a) subject to Section 6.1(c), include in the Proxy Statement the Recommendation, (b) include the written opinion of the Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Common Stock (other than the holders of Cancelled Shares, Subsidiary Shares and Dissenting Shares), and (c) subject to Section 6.1(c), use its reasonable best efforts to obtain the Company Requisite Vote, including to solicit proxies necessary to obtain the Company Requisite Vote; provided that, notwithstanding anything to the contrary contained in this Agreement, the Company Board may fail to include the Recommendation in the Proxy Statement or withdraw, modify, qualify in any manner adverse to Parent, or change the Recommendation, or formally resolve to effect or publicly announce an intention to effect any of the foregoing (a “Change of Recommendation”), if (x) (A) a bona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, knowingly encouraged or facilitated in violation of Section 6.1 is made to the Company and is not withdrawn and the Company Board determines in good faith, after consultation with, and taking into account the advice of, its Financial Advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or (B) there exists any Intervening Event, (y) the Company Board shall have determined in good faith, after consultation with, and taking into account the advice of, outside legal counsel to the Company, that the failure of the Company Board to effect a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Laws after consultation Law and (z) (A) if such Change of Recommendation is made in response to an Acquisition Proposal, the Company complies with independent counselthe provisions of Section 6.1(c) or (B) if such Change of Recommendation is made in response to an Intervening Event, include the Company (x) delivers to Parent a written notice informing Parent that the Company Board proposes to take such action and the basis of the proposed action (including a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action) no less than four (4) Business Days before taking such action and (y) during such four (4) Business Day period, if requested by Parent, engages in good faith negotiations with Parent and its Representatives regarding any adjustments in the terms and conditions of this Agreement proposed by Parent so that such event, development, circumstance, change, effect, condition or occurrence would cease to warrant a Change of Recommendation. The Company shall keep Parent updated with respect to proxy statement or information statement prepared solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement the Company for distribution to stockholders Board makes a Change of Recommendation, the Company in advance nevertheless shall submit this Agreement to the holders of Shares for approval and adoption at the Stockholders' Stockholders Meeting unless and until this Agreement is terminated in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyterms. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by In accordance with applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, Law and its certificate of incorporation and bylaws and unless this Agreement has been terminated in accordance with applicable LawsARTICLE VIII, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) Company shall duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following holders of Shares (including any adjournments or postponements thereof, the consummation of the Offer “Stockholders Meeting”) solely for the purpose of considering and taking action upon this Agreement and use its reasonable best efforts to cause such Stockholders Meeting to occur as promptly as practicable after the date the Proxy Statement is cleared by the SEC to obtain the Requisite Stockholder Vote, regardless of whether the Company Board determines at any time that this Agreement or the Merger is no longer advisable. Unless this Agreement has been terminated in accordance with ARTICLE VIII, once the Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Stockholders Meeting without the consent of Parent, which shall not be unreasonably withheld or delayed (other than (i) for the "Stockholders' Meeting"); absence of a quorum or (ii) to the extent required by applicable Law; provided that in the event that the Stockholders Meeting is delayed to a date after the End Date as a result of either (i) or (ii) above, then the End Date shall be extended to the tenth (10th) business day after such date). Subject to Section 6.2, the Company Board shall recommend such adoption and shall include the Company Recommendation and, subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders consent of the Company in advance Company’s financial advisors, the written opinions of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation financial advisors, dated as of the Board referred date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it Company’s stockholders in the Proxy Statement and, after consultation with Parent, respond promptly and shall use its reasonable best efforts to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals solicit such adoption of this Agreement and the Merger and take all other action reasonably necessary or advisable to secure the vote or consent of stockholders required by its stockholdersapplicable Law to effect the Merger. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the The Company shall take all necessary and appropriate action keep Parent updated with respect to cause proxy solicitation results to the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLextent reasonably requested by Parent.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the CompanyWPZ, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Law and WPZ's Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, set a record date for, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon the Merger and this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject submit this Agreement and the Merger to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by WPZ stockholders for their consideration at the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; andSpecial Meeting; (iii) use its reasonable efforts as promptly as practicable prepare and file with the SEC a preliminary proxy statement relating to the Merger and this Agreement, and (Au) obtain and furnish the information required to be included by it the SEC in the Proxy Statement and(as hereinafter defined), (v) after consultation with Parent, use its reasonable commercial efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement preliminary proxy statement, (w) furnish all information regarding WPZ and any preliminary version thereof and cause its Subsidiaries required in the Proxy Statement or otherwise by the SEC (including, without limitation, financial statements and supporting schedules and certificates and, reports of independent public accountants), (x) cause a definitive proxy statement prepared in connection with the Merger (the "Proxy Statement") to be mailed to its stockholders following the consummation of the Offer and stockholders, (By) use its reasonable commercial efforts to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide , and (z) use its reasonable commercial efforts otherwise to comply with all legal requirements applicable to such meeting; (iv) subject to the Company with the information concerning Parent and Sub required WPZ Board of Directors making a Fiduciary Determination after receiving a Superior Proposal to be included change its recommendation, include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of WPZ's Board of Directors that stockholders of WPZ vote in favor of the approval of the Merger and adoption of this Agreement and (the transactions contemplated hereby."Company Recommendation"); (bv) Notwithstanding Section 2.5(a)subject to the WPZ Board of Directors making a Fiduciary Determination after receiving a Superior Proposal to change the Company Recommendation, if Parent take all action to solicit from WPZ stockholders proxies and Sub and their affiliates shall collectively own, following consummation take all other action necessary or advisable to secure the approval of the Offer, at least 90 percent stockholders required by the GCL and any other applicable law and WPZ's Certificate of Incorporation and Bylaws and necessary to satisfy the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but condition set forth in no event later than ten (10Section 8.1(a) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLhereof.

Stockholders Meeting. (a) If required by applicable Laws in order Law to consummate the Merger, the Company, acting through the Board shall, Company shall in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as reasonably practicable following the consummation acceptance for payment of Shares by the Purchaser pursuant to the Offer (or, if later, following the termination of the Offer subsequent offering period, if any) for the purpose of considering and taking action upon this Agreement (the "“Company Stockholders' ’ Meeting"”); (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its commercially reasonable efforts to (A) to obtain and furnish the information required to be included by it the SEC in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (together with any amendments and supplements thereto, the “Proxy Statement Statement”) to be mailed to its stockholders following as soon as reasonably practicable, which Proxy Statement shall include all information required under applicable Law to be furnished to the consummation Company Stockholders in connection with the Merger and the Transactions, and, subject to Section 5.2(e), shall include the Company Board Recommendation and the full text of the Offer written opinion described in Section 3.25, and (B) to obtain the necessary approvals of this Agreement, the Merger and Transactions by the Company Stockholders; (iii) subject to Section 5.2(e), use its reasonable best efforts to solicit from holders of Shares proxies in favor of the adoption of this Agreement and take all actions reasonably necessary or advisable to secure the Merger approval of stockholders required by its stockholders. the DGCL, the Company’s Certificate of Incorporation and any other applicable Law to effect the Merger; and (iv) Parent will provide and Purchaser shall supply all information reasonably requested by the Company in connection with the information concerning Parent and Sub required to be included in preparation of the Proxy Statement and as promptly as practicable. (b) Subject to Section 5.2(e), the Company shall, through the Company Board of Directors, recommend to the Company Stockholders adoption of this Agreement, and, except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent the Company Board Recommendation. Parent agrees that it will vote, or cause to be voted, all Shares of the shares of Company common stock then owned by it it, the Purchaser or its any of Parent’s other Subsidiaries in favor of the adoption and approval and adoption of this Agreement Agreement, the Merger and the transactions contemplated herebyTransactions. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If the adoption of this Agreement by the Company stockholders is required by applicable Laws in order Law to consummate the Merger, the Company, acting through the Board Board, shall, in accordance with applicable LawsLaw, its Certificate of Incorporation and its Bylawsby-laws and, as soon as practicable following if applicable, the consummation rules of the OfferNew York Stock Exchange: (i) duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon promptly as practicable following the consummation of acceptance for payment and payment for Shares pursuant to the Offer Offer, for the purpose of considering and taking action upon the adoption of this Agreement (and the "Stockholders' Meeting")Merger; (ii) subject prepare and, after providing Parent with the opportunity to its fiduciary duties under applicable Laws after consultation review and comment, promptly file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) Merger and this Agreement and obtain and furnish the information required to be included by it the SEC in the definitive proxy or information statement related to such stockholder meeting (together with all amendments, supplements and exhibits, the “Proxy Statement Statement”) and, after consultation with Parent, Purchaser and their counsel, respond promptly to any comments made by the SEC or its staff with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause the Proxy Statement to be mailed to its stockholders following stockholders, provided, however, that no amendment or supplement to such Proxy Statement will be made by the consummation Company without the consent of Parent, Purchaser and their counsel, which consent shall not be unreasonably withheld or delayed; (iii) subject to Section 5.1, include in the Proxy Statement the recommendation of the Offer and (B) obtain Board that the necessary approvals Company’s stockholders vote in favor of the adoption of this Agreement and approval of the Merger; and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of the adoption of this Agreement and approval of the Merger and take all other reasonable action necessary or, in the reasonable opinion of Parent or Purchaser, advisable to secure any vote or consent of stockholders required by its the DGCL to effect the Merger. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn the Stockholders Meeting, but only to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders. . (c) Parent will provide the Company with the information concerning Parent and Sub required Purchaser required, or as the Company may reasonably request, to be included in the Proxy Statement and will Statement. (d) Parent shall vote, or cause to be voted, all Shares owned by it Parent, Purchaser or its Subsidiaries any other Subsidiary of Parent in favor of approval and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation earliest of (i) the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer, (ii) termination or expiration of the Offer, and (iii) a written request from Parent, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer "Special Meeting") for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A (such proxy or Regulation 14C promulgated under the Exchange Act (information statement, as amended or supplemented, the "Proxy Statement") relating to the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts (x) to (A) obtain and furnish the information required to be included by it the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary Proxy Statement and cause a definitive Proxy Statement to be mailed to its stockholders and (y) to obtain the necessary adoption of this Agreement by its stockholders; and (iii) subject to the terms and conditions of this Agreement, include in the Proxy Statement the recommendations of the Board of Directors of the Company and the Special Committee that stockholders of the Company (other than Parent and its affiliates) vote in favor of the adoption of this Agreement. (b) The Company, Parent and Purchaser shall cooperate with each other in the preparation of the Proxy Statement. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement (and shall provide any preliminary version comments thereon as soon as practicable) prior to the filing thereof with the SEC. The Company shall notify Parent, Purchaser and their counsel promptly of the receipt of any comments and other communications from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. The Company shall supply Parent, Purchaser and their counsel with copies of all correspondence and other communications between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and telephonic notification of any verbal responses by the Company or its counsel. If at any time prior to adoption of this Agreement by the Company's stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its the Company's stockholders following as promptly as practicable after filing with the consummation of the Offer and SEC. (Bc) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will shall provide the Company with the information concerning Parent and Sub Purchaser required to be included in the Proxy Statement and will Statement. Parent shall vote, or cause to be voted, all Shares of the shares of Class of Class A Common Stock then owned by it it, Citicorp Venture Capital Ltd., the Purchaser or its Subsidiaries any of Parent's other direct or indirect subsidiaries in favor of approval and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) 1. If approval by the Company's stockholders is required by applicable Laws in order law to consummate the Merger, the Company, acting through the Board Board, shall, in accordance with applicable Lawslaw and, its Certificate subject to the fiduciary duties of Incorporation the Board under applicable law as determined and its Bylawsexercised in good faith by the Board in a manner consistent with Section 5.2 and in consultation with Parent, as soon as practicable following the consummation of the Offer: (ia) duly call, give notice of, convene and hold a an annual or special meeting of its stockholders as soon as practicable following (the consummation of the Offer "Stockholders' Meeting") for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (iib) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a proxy statement or information statement prepared by (together with any supplement or amendment thereto, the Company for distribution "Proxy Statement") relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (and include in the "Proxy Statement") Statement the recommendation of the Board referred to that stockholders of the Company vote in Section 1.2 hereoffavor of the approval and adoption of this Agreement and the transactions contemplated hereby; and (iiic) use its reasonable best efforts to (A) to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the consummation of the Offer in accordance with SEC rules and regulations and (B) to obtain the necessary approvals by its stockholders of this Agreement and the Merger by its stockholderstransactions contemplated hereby. Parent will provide the Company with the information concerning At such meeting, Parent and Acquisition Sub required to be included in the Proxy Statement and will vote, or cause to be voted, vote all Shares owned by it or its Subsidiaries in favor of approval and adoption of them to approve this Agreement and the transactions contemplated hereby. 2. Notwithstanding the foregoing clause (b) Notwithstanding Section 2.5(aa), if in the event that Acquisition Sub or any other wholly owned subsidiary of Parent and Sub and their affiliates shall collectively own, acquire at least 90% of the outstanding shares of Common Stock in or following consummation of the Offer, the parties hereto shall, at least 90 percent the request of the outstanding SharesAcquisition Sub, each of Parent, Sub and the Company shall take all necessary and appropriate action actions to cause the Merger to become effective, effective as soon as practicable after the consummation expiration of the Offer (but in no event later than ten (10) business days thereafter)Offer, without a meeting of stockholders of the Company, in accordance with Section 253 11.30 of the DGCLIllinois Law.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board Board, shall, in accordance with if required by applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following law to consummate the consummation of the OfferMerger: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders’ Meeting”), to be held as soon as reasonably practicable following after Newco shall have purchased Shares pursuant to the consummation of the Offer Offer, for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (iib) subject to its fiduciary duties under applicable Laws after consultation with independent counselif proxies are solicited, include in the proxy statement Proxy Statement (as defined below) the Board Recommendation, provided, however, that the Board Recommendation may be withdrawn, modified or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting amended in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in with, and assuming compliance with, Section 1.2 hereof7.3; and (iiic) use its all reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with ParentParent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the consummation expiration or termination of the Offer and (B) obtain the necessary approvals from its stockholders of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included transactions contemplated hereby unless, in the Proxy Statement opinion of the Board of Directors after consultation with its counsel, obtaining such approvals would be a breach of its fiduciary duties to the Company’s stockholders under applicable law. At such meeting, Parent, Newco and their affiliates will vote, or cause to be voted, vote all Shares owned by it or its Subsidiaries them in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If the adoption of this Agreement by the Company’s stockholders is required by applicable Laws in order to consummate the MergerLaw, the Company, acting through the Board Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation expiration of the Offer: Offer (i) provided, however, that the Minimum Condition has been satisfied), in accordance with applicable Law and the Company Certificate and Company Bylaws, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of considering and voting upon the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board shall, subject to Section 6.10, (i) recommend to the stockholders of the Company the approval and adoption of this Agreement and the Merger, (ii) include in the Proxy Statement such favorable recommendation of the Company Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, and (iii) take all lawful action to solicit such approval from the stockholders of the Company. (b) If the adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable following the consummation expiration of the Offer for (provided, however, that the purpose of considering Minimum Condition has been satisfied), (i) promptly prepare and taking action upon this Agreement file with the SEC (but in no event later than thirty (30) days after the "Stockholders' Meeting"date hereof); , use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders notify Merger Sub and Parent of the Company in advance receipt of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by of the SEC with respect to the Proxy Statement and of any preliminary version thereof requests by the SEC for any amendment or supplement thereto or for additional information and cause shall provide to Merger Sub and Parent copies of all correspondence between the Proxy Statement to be mailed to its stockholders following the consummation Company or any representative of the Offer Company and the SEC, (Biii) subject to the terms of Section 6.10, use its commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Merger by and (iv) use its stockholderscommercially reasonable efforts otherwise to comply with all legal requirements applicable to such meeting. The Company, Parent will and Merger Sub shall cooperate with each other in the preparation of the Proxy Statement. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and any amendments or supplements thereto (and shall provide any comments thereon as soon as practicable, but in no event later than three (3) Business Days after being asked to comment) prior to the filing thereof with the SEC. Each of the Company with and Parent further agrees that if such party shall become aware prior to the Effective Time of any information concerning Parent and Sub required to be included furnished by such party that would cause any of the statements in the Proxy Statement and will voteto be false or misleading with respect to any material fact, or cause to be votedomit to state any material fact necessary to make the statements therein not false or misleading, all Shares owned by it or its Subsidiaries in favor of approval to promptly inform the other parties thereof and adoption of this Agreement and to take the transactions contemplated hereby. (b) necessary steps to correct the Proxy Statement. Notwithstanding Section 2.5(a)the foregoing, if Merger Sub or any other subsidiary of Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, acquire at least 90 ninety percent (90%) of the outstanding Sharesshares of Company Common Stock with or without exercising its rights under the Top-Up Option, each of Parent, Sub and the Company Parties shall take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the consummation expiration of the Offer (but in no event later than ten (10) business days thereafter), without a stockholders meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Merger Sub or any other subsidiary of Parent to be voted in favor of the approval and adoption of this Agreement.

Stockholders Meeting. Subject to fiduciary obligations under applicable Law, if adoption of this Agreement by the holders of Shares is required under applicable Law and Parent has not notified the Company pursuant to Section 7.4(b), the Company shall have the right any time after February 8, 2011 to (aand Parent and Merger Sub shall have the right, at any time after the later of February 8, 2011 and the date on which all the conditions set forth in Sections 8.2(c) If required by applicable Laws and 8.3(c) are satisfied or waived, to request in order to consummate the Merger, writing that the Company, acting through and upon receipt of such written request the Board shall, Company shall as promptly as practicable) take all action necessary in accordance with applicable LawsLaw, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation rules of the Offer: (i) NYSE and the certificate of incorporation and the bylaws of the Company, to duly call, give notice of, convene and hold a special meeting of its stockholders holders of Shares (the “Stockholders Meeting”) as soon promptly as practicable following after the consummation date of mailing of the Offer Proxy Statement, to consider and vote upon the adoption of this Agreement; provided, however, for the purpose avoidance of considering and taking action upon this Agreement doubt, the Company may postpone, recess or adjourn the Stockholders Meeting, but no longer than reasonably necessary, (i) with the "Stockholders' Meeting"); consent of Parent; (ii) subject for the absence of a quorum; (iii) to its fiduciary duties under applicable Laws allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with independent counsel, include in the proxy statement outside counsel is necessary under applicable Law and for such supplemental or information statement prepared amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting; (iv) if required by Law; or (v) if the Company for distribution has provided a written notice to stockholders Parent and Merger Sub pursuant to Section 7.2(e) that it intends to take action pursuant to Section 9.3(a) and the deadline contemplated by Section 7.2(e) with respect to such notice has not been reached. Subject to Section 7.2(e), 7.2(f) and 9.3(a), the Board of Directors of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals shall recommend adoption of this Agreement and by the Merger by its stockholders. Parent will provide holders of Shares, shall include the Company with the information concerning Parent and Sub required to be included Recommendation in the Proxy Statement and will vote, or cause shall take all reasonable lawful action to be voted, all Shares owned by it or its Subsidiaries in favor of approval and solicit adoption of this Agreement by the holders of Shares. Notwithstanding any Change in Recommendation, unless this Agreement is terminated pursuant to, and in accordance with, Article IX or Parent has notified the transactions contemplated hereby. (b) Notwithstanding Company pursuant to Section 2.5(a7.4(b), if Parent and Sub and their affiliates this Agreement shall collectively own, following consummation be submitted to the holders of Shares at the Offer, at least 90 percent Stockholders Meeting for the purpose of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLadopting this Agreement.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the Board Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the "Stockholders' Meeting"), to be --------------------- held as soon as practicable following the consummation acceptance for payment and purchase of Shares pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act Proxy Statement (the "Proxy Statement"as hereinafter defined) (i) the recommendation of the Board referred that stockholders of the Company vote in favor of the approval of the Merger and the approval and adoption of this Agreement and (ii) the written opinion of the Financial Advisor that the consideration to in Section 1.2 hereofbe received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view; and (iii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts to (A) to obtain and furnish the information required to be included by it in the Proxy Statement (as hereinafter defined) and, after consultation with ParentPurchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement, and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement Statement") to be mailed to its --------------- stockholders at the earliest practicable time following the consummation expiration or termination of the Offer provided, however, that no amendment or supplement -------- ------- to the Proxy Statement will be made by the Company without consultation with Purchaser and its counsel, and (B) subject to its fiduciary duties as unanimously determined in good faith by the Board, based as to legal matters on the written advice of legal counsel, to obtain the necessary approvals by its stockholders of the Merger, this Agreement and the Merger by Transactions. At such meeting, Purchaser and its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will affiliates shall vote, or cause to be voted, all Shares owned by it or its Subsidiaries them in favor of approval and adoption of the Merger and this Agreement and the transactions contemplated herebyTransactions. (biv) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and Purchaser will provide the Company shall take all necessary and appropriate action with the information concerning Purchaser required to cause be included in the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLProxy Statement.

Stockholders Meeting. (a) If required by applicable Laws the GCL in order to consummate the Merger, the Company, acting through the Board Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferGCL: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Stockholders' Meeting") as soon as practicable following the consummation acceptance for payment of and payment for the Shares by Parent and/or Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts (x) to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (including any amendment or supplement thereto, the "Proxy Statement Statement") to be mailed to its stockholders following stockholders, provided that no amendment or supplement to the consummation of Proxy Statement will be made by the Offer Company without consultation with Parent and its counsel and (By) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide ; and (iii) subject to the Company with fiduciary obligations of the information concerning Parent and Sub required to be included Board under applicable law, include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding SharesAt such meeting, each of ParentParent and Purchaser will vote (and will cause each of their respective affiliates to vote), Sub all of the Shares (if any) then owned by them (or their respective affiliates) in favor of the approval of the Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation adoption of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLthis Agreement.

Stockholders Meeting. The Company shall (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as reasonably practicable following the consummation of date on which the Offer: (i) S-4 Registration Statement is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or that the Company may commence mailing the Prospectus/Proxy Statement, duly call, call and give notice of, and commence mailing of the Prospectus/Proxy Statement to the holders of Company Shares as of the record date established for, a meeting of holders of the Company Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, (b) as soon as reasonably practicable (but in any event within 35 calendar days) following the commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (a) above, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting Stockholders Meeting, and (c) unless there has been an Adverse Recommendation Change permitted by and in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) 6.2(f), use its reasonable best efforts to (A) obtain solicit proxies from the Company stockholders in favor of the adoption of this Agreement and furnish take all other actions necessary or advisable to secure the information required Requisite Company Vote; notwithstanding this Section 6.4, the Company may adjourn or postpone the Company Stockholders Meeting to be included by it a later date to the extent the Company believes in the Proxy Statement andgood faith, after consultation with Parent, respond promptly that such adjournment or postponement is reasonably necessary (i) to ensure that any comments made by the SEC with respect required supplement or amendment to the Prospectus/Proxy Statement and any preliminary version thereof and cause is provided to the Proxy Statement to be mailed to its stockholders following the consummation holders of Company Shares within a reasonable amount of time in advance of the Offer and Company Stockholders Meeting, (Bii) to allow reasonable additional time to solicit additional proxies necessary to obtain the Requisite Company Vote, (iii) to ensure that there are sufficient Company Shares represented (either in person or by proxy) and voting to constitute a quorum necessary approvals to conduct the business of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub Stockholders Meeting, or (iv) otherwise where required to be included in comply with applicable Law. Subject to Section 6.2, the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and Company Board shall recommend the adoption of this the Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary Stockholders Meeting and, unless there has been an Adverse Recommendation Change permitted by and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of 6.2(f), shall include the DGCLCompany Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or advisable on its part to solicit such adoption.

Stockholders Meeting. (a) If the adoption of this Agreement by the Seller Stockholders is required by applicable Laws Law in order to consummate the Merger, the CompanySeller, acting through the Board Seller Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferLaw: (i) duly set a record date for, call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as soon as practicable following the consummation acceptance for payment of and payment for shares of Seller Common Stock by Purchaser pursuant to the Offer and the expiration of any subsequent offering period pursuant to Section 1.1(b) for the sole purpose of obtaining the approval of the Offer for Seller Stockholders of the purpose adoption and approval of considering and taking action upon this Agreement (in accordance with the "Stockholders' Meeting")DGCL; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) this Agreement, and use its reasonable efforts (x) to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement (the “Proxy Statement Statement”) to be mailed to its stockholders following the consummation of the Offer stockholders, and (By) to obtain the necessary approvals adoption and approval of this Agreement and the Merger by its stockholders. Parent will provide ; (iii) subject to the Company with fiduciary duties of the information concerning Parent and Sub required to be included Seller Board, include in the Proxy Statement the Seller Recommendations that the Seller Stockholders vote in favor of the adoption and approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Seller’s Financial Advisor referred to in Section 5.22. (b) Each of Parent and Purchaser agrees that it will vote, or cause to be voted, all Shares of the shares of Seller Common Stock then owned by it or any of its Subsidiaries in favor of the approval of the Merger and adoption and approval of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board Board, shall, in accordance with and to the extent permitted by applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly as promptly as practicable after the date hereof, call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer "Stockholders Meeting") for the purpose of considering and taking action upon the adoption of this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Securities and Exchange Act Commission (the "Proxy StatementSEC") a preliminary proxy statement relating to this Agreement and the recommendation of Merger as promptly as practicable after the Board referred to in Section 1.2 date hereof; and (iii) , and use its commercially reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement such proxy statement and, after consultation with Parent, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement relating to this Agreement and the Merger (such proxy statement, together with any and all amendments or supplements thereto, the "Proxy Statement Statement") to be mailed to its stockholders following at the consummation earliest practicable time; (iii) include in the Proxy Statement the recommendations of the Offer Independent Committee and the Board that stockholders of the Company vote in favor of the adoption of this Agreement (as the same may be amended, modified or withdrawn in accordance with Section 5.2(d) hereof); and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of the adoption of this Agreement and take all other action necessary or advisable to secure, at the Stockholders Meeting, the affirmative vote of (A) the holders of a majority of the outstanding shares of Company Common Stock (voting as one class, with each share of Company Common Stock having one vote) and (B) obtain the necessary approvals holders of a majority of the votes cast at the Stockholders Meeting by holders of Shares in favor of the adoption of this Agreement (the "Company Stockholder Approval"). The Company shall cause all Shares for which valid proxies have been submitted and not revoked to be voted at the Merger by its stockholders. Parent will Stockholders Meeting in accordance with the instructions on such proxies. (b) Once the Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Stockholders Meeting (other than for the absence of a quorum) without the prior written consent of Parent. (c) Parent, PHH and Purchaser agree to promptly provide the Company with the information concerning Parent Parent, PHH and Sub Purchaser and their respective Affiliates required to be included in the Proxy Statement Statement. At the Stockholders Meeting, Parent, PHH and will Purchaser shall vote, or cause to be voted, all Shares shares of Company Common Stock beneficially owned by it them or its any of their respective Subsidiaries in favor of approval the adoption of this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Independent Committee changes its recommendation of this Agreement and the Merger in accordance with Section 5.2(d) hereof and this Agreement has not been terminated pursuant to Article VII hereof, then, without limiting the Company's ability to disclose the recommendations of the Board and the Independent Committee in the Proxy Statement: (i) in performing its obligations under this Section 2.6, the Company shall not be obligated to solicit from holders of Shares proxies in favor of the adoption of this Agreement or to take all action necessary or advisable to secure, at the Stockholders Meeting, the Company Stockholders Approval, but instead shall be obligated to solicit impartially from holders of Shares proxies to be voted at the Stockholders Meeting (making no instructions to vote in favor or against, but merely to return a completed proxy card) and to take all action necessary or advisable to maximize, at the Stockholders Meeting, the number of proxies submitted by holders of Shares; (ii) the Company shall remain obligated to vote all unspecified but executed proxies submitted by holders of Shares in favor of the adoption of this Agreement; (iii) Parent and its affiliates and agents shall have the right, as a participant in the Company's solicitation of proxies, to communicate with and solicit from holders of Shares the submission of Company proxies in favor of the adoption of this Agreement and to take all actions necessary or advisable to secure, at the transactions contemplated hereby.Stockholders Meeting, the Company Stockholders Approval and otherwise to act as a participant in the Company's solicitation; and (biv) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the The Company shall take all necessary cooperate with Parent in connection with any actions taken by it pursuant to clause (d)(ii) above and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but shall make any filings under Federal securities laws required in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLconnection therewith.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation execution of the Offer this Agreement solely for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Plan of Liquidation and the Transactions; (ii) as promptly as practicable, prepare and, subject to its fiduciary duties under applicable Laws after consultation the approval of MergerCo (which approval shall not be unreasonably withheld or delayed), file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders Plan of Liquidation and the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; andTransactions; (iii) use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in a definitive proxy statement (the "Proxy Statement Statement") and, after consultation with Parentsubject to the approval of MergerCo (which approval shall not be unreasonably withheld or delayed), to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause the Proxy Statement to be mailed promptly to its stockholders following the consummation of the Offer stockholders, and (B) obtain the necessary approvals approval of this Agreement the Plan of Liquidation and the Merger Transactions by its stockholders. Parent will provide ; and (iv) subject to the duties of the Company with Board to the information concerning Parent and Sub required to be included Company's stockholders as provided in Section 7.10 of the Master Agreement, include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement the Plan of Liquidation and the transactions contemplated herebyTransactions. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation Each of the OfferCompany and FWOP, at least 90 percent on the one hand, and MergerCo and MergerLP, on the other hand, agree promptly to correct any information provided by either of them for use in the outstanding SharesProxy Statement or the Consent Solicitation Materials (as defined herein) if and to the extent that such information shall have become false or misleading, each of Parent, Sub and the Company shall and FWOP further agree to take all necessary and appropriate action steps to cause the Merger Proxy Statement and the Consent Solicitation Materials as so corrected to become effective, as soon as practicable after be disseminated to the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the CompanyCompany and the limited partners of FWOP, respectively, and, if required, filed with the SEC, in accordance with Section 253 each case to the extent required by applicable federal securities laws. (c) None of the DGCL.information supplied by the Company or FWOP specifically for inclusion or incorporation by reference in (i) the Proxy Statement, (ii) the Consent Solicitation Materials, or (iii) the Other Filings (as defined in the Master Agreement), will, at the respective

Stockholders Meeting. (a) If required by the Company's certificate of incorporation and/or applicable Laws law in order to consummate the Merger, the Company, acting through and at the Board direction of the Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following --------------- the consummation acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon under this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) and use its reasonable best efforts to have cleared by the SEC a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (Ax) to obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentPurchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement (the "Proxy Statement Statement") to be mailed to its stockholders following and (y) to obtain the consummation ---------------- necessary approvals of the Offer Merger and this Agreement by its stockholders; and (Biii) obtain subject to the necessary approvals fiduciary obligations of the Company Board under applicable law as determined in good faith by a majority of the Company Board based on the advice of independent outside legal counsel, (A) include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and the Merger written opinion of the Financial Advisor that the consideration to be received by its stockholders. Parent will provide the stockholders of the Company with pursuant to the information concerning Parent Offer and Sub required the Merger is fair from a financial point of view to be included in such stockholders and (B) use its reasonable best efforts to obtain the Proxy Statement and necessary adoption of this Agreement. (b) Purchaser agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it or any of its Subsidiaries subsidiaries or affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate As promptly as reasonably practicable after the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation effectiveness of the Offer: (i) duly Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of, convene of and hold a special meeting of its stockholders as soon as practicable following the consummation holders of Parent Common Stock (the Offer for the purpose of considering “Parent Stockholder Meeting”) to consider and taking action upon vote (i) to approve this Agreement (and thereby approve the "Stockholders' Meeting"); transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments. (b) Parent agrees that (i) the Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 6.8 above and (ii) the Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders vote to approve the Parent Stockholder Matters (the recommendation of the Parent Board being referred to as the “Parent Board Recommendation”). (c) Notwithstanding anything to the contrary contained in Section 6.8(b), and subject to compliance with Section 6.4 and Section 6.8, if at any time prior to the Parent Stockholder Approval, Parent receives a bona fide written Superior Offer, the Parent Board may withhold, amend, withdraw or modify the Parent Board Recommendation with respect to the Required Parent Stockholder Proposals (or publicly propose to withhold, amend, withdraw or modify the Parent Board Recommendation with respect to the Required Parent Stockholder Proposals) in a manner adverse to the Company (collectively, a “Parent Board Adverse Recommendation Change”) if, but only if, following the receipt of and on account of such Superior Offer, (i) the Parent Board determines in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Laws Law, (ii) Parent has, and has caused its financial advisors and outside legal counsel to, during the Parent Notice Period (as defined below), negotiated with the Company in good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer and (iii) if after consultation with independent the Company shall have delivered to the Company a written offer to alter the terms or conditions of this Agreement during the Parent Notice Period, the Parent Board shall have determined in good faith, based on the advice of its outside legal counsel, include in that the proxy statement failure to withhold, amend, withdraw or information statement prepared by modify the Parent Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions of this Agreement); provided that (x) the Company for distribution receives written notice from Parent confirming that the Parent Board has determined to stockholders of the Company change its recommendation at least four (4) Business Days in advance of the Stockholders' Parent Board Adverse Recommendation Change (the “Parent Notice Period”), which notice shall include a description in reasonable detail of the reasons for such Parent Board Adverse Recommendation Change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Parent Notice Period, the Company shall be entitled to deliver to Parent one or more counterproposals to such Acquisition Proposal and Parent will, and cause its Representatives to, negotiate with the Company in good faith (to the extent the Company desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration the Parent’s stockholders would receive as a result of such potential Superior Offer), Parent shall be required to provide the Company with notice of such material amendment and the Parent Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remain in the Parent Notice Period following such notification during which the parties shall comply again with the requirements of this Section 6.8(c) and the Parent Board shall not make a Parent Board Adverse Recommendation Change prior to the end of such Parent Notice Period as so extended (it being understood that there may be multiple extensions). (d) Parent’s obligation to call, give notice of and hold the Parent Stockholder Meeting in accordance with Regulation 14A Section 6.8(a) shall not be limited or Regulation 14C otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or Acquisition Proposal, or by any Parent Board Adverse Recommendation Change. (e) Nothing contained in this Agreement shall prohibit Parent or the Parent Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act Act, (the "Proxy Statement"ii) the recommendation issuing a “stop, look and listen” communication or similar communication of the Board referred to in type contemplated by Section 1.2 hereof; and 14d-9(f) under the Exchange Act or (iii) use its reasonable efforts otherwise making any disclosure to (A) obtain and furnish the information required to be included by it Parent’s stockholders; provided, however, that in the Proxy Statement andcase of the foregoing clause (iii) the Parent Board determines in good faith, after consultation with Parentits outside legal counsel, respond promptly that failure to make such disclosure could be reasonably likely to be inconsistent with applicable Law, including its fiduciary duties under applicable Law; provided, further, that any comments made such disclosures (other than a “stop, look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be a change of the Parent Board Recommendation unless the Parent Board expressly publicly reaffirms the Parent Board Recommendation (i) in such communication or (ii) within three (3) Business Days after being requested in writing to do so by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyCompany. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If If, after the Offer Closing, approval of the Company Stockholders (other than the approval of Merger Sub to consummate the Merger in accordance with Section 2.5) is required by applicable Laws in order under Applicable Law to consummate the Merger, the Company, acting through the Board Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following to the consummation of the Offerextent permitted by Applicable Law: (i) as soon as reasonably practicable following the Offer Closing (and in any event, within five (5) Business Days), duly call, call and give notice of, and thereafter subsequently convene and hold a special meeting of its stockholders as soon as practicable following the consummation Company Stockholders in accordance with the provisions of the Offer DGCL (the “Stockholders’ Meeting”) for the purpose of considering and taking action upon adopting this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by (including any required amendments to the Company for distribution Schedule TO and Schedule 14D-9) relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its commercially reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC or its staff in the Proxy Statement such proxy or information statement and, after consultation with Parent, respond promptly to any comments made by the SEC or its staff with respect to the preliminary information or proxy statement and, subject to compliance with SEC rules and regulations, cause a notice of a special meeting and a definitive information or proxy statement (the “Proxy Statement”) to be mailed to the Company Stockholders at the earliest practicable time following the expiration or termination of the Offer, and (B) use its commercially reasonable efforts to obtain the necessary approvals of the Merger and this Agreement by the Company Stockholders; and (iii) except to the extent withdrawn or modified pursuant to this Agreement, include in the Proxy Statement the Recommendation. (b) The Company shall consult with Parent and Merger Sub with respect to the Proxy Statement (and any preliminary version thereof amendments or supplements thereto) and cause the Proxy Statement shall afford Parent and Merger Sub a reasonable opportunity to be mailed comment thereon prior to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholdersfinalization. Parent will provide and Merger Sub shall furnish to the Company with the any and all information concerning relating to Parent and Merger Sub required to be included in the Proxy Statement, including any information required under the Exchange Act and the rules and regulations thereunder. The Company shall provide Parent and its counsel in writing with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement (and any amendments or supplements thereto) promptly after receipt of such comments or other communications. (c) Parent and Merger Sub shall (i) promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall become false or misleading in any material respect and (ii) notify the Company in writing, prior to the Merger Closing, of the occurrence of any event which should be set forth in an amendment or supplement to the Proxy Statement. The Company shall promptly notify Parent and Merger Sub in writing of the occurrence of any event relating to the Company or the Transactions which should be set forth in an amendment or a supplement to the Proxy Statement. In case any amendment or supplement to the Proxy Statement is deemed necessary or appropriate, the Company, with the cooperation of Parent and Merger Sub, will promptly prepare and mail such amendment or supplement and the Company shall consult with Parent and Merger Sub with respect to such amendment or supplement and shall afford Parent and Merger Sub reasonable opportunity to comment thereon prior to such mailing. (d) Parent and Merger Sub each agree that they will vote, or cause to be voted, at the Stockholders’ Meeting all Shares of the shares of Company Common Stock then owned by it them, or its any of their respective Subsidiaries or Affiliates, or which they or any of their respective Subsidiaries or Affiliates have voting power, in favor of approval and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shallSeller shall use its best efforts, in accordance with applicable Laws, its Certificate of Incorporation law and its Bylawscertificate of incorporation and bylaws, to convene a meeting of the holders of Seller Common Stock (the "Stockholder Meeting") as soon promptly as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon voting on approval and adoption of the transactions provided for in this Agreement, no later than March 31, 2002. The board of directors of Seller shall (a) recommend that the holders of Seller Common Stock vote in favor of and approve the Merger and adopt this Agreement, and (b) use its best efforts to solicit such approvals; PROVIDED, HOWEVER, that the board of directors of Seller is not required to recommend that the holders of Seller Common Stock vote in favor of and approve the Merger and adopt this Agreement and solicit such approvals if and only to the extent that there is a BONA FIDE written Acquisition Proposal and (i) the "Stockholders' Meeting"); (ii) subject board of directors of Seller, after consultation with outside legal counsel, in good xxxxx xxxxx such action to be inconsistent with the proper discharge of its fiduciary duties under applicable Laws law and (ii) the board of directors of Seller determines in good faith (after consultation with independent counselits financial advisor) that such Acquisition Proposal, include in the proxy statement or information statement prepared by the Company for distribution if accepted, is reasonably likely to stockholders be consummated, taking into account all legal, financial and regulatory aspects of the Company proposal and the person making the proposal and would, if consummated, result in advance of a more favorable transaction than the Stockholders' Meeting transaction contemplated by this Agreement. Seller, in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with ParentPurchaser, respond promptly shall employ professional proxy solicitors to any comments made by assist in contacting its stockholders in connection with soliciting favorable votes on the SEC Merger. Seller shall consult Purchaser with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation timing of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyStockholder Meetings. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws --------------------- law in order to consummate the Merger, the Company, acting through the Company Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as reasonably --------------- practicable following the consummation acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement Statement") --------------- to be mailed to its stockholders stockholders; (iii) unless the Company Board of Directors determines in good faith, following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by advice from outside counsel, that to do so is reasonably likely to cause it to violate its stockholders. Parent will provide fiduciary duties to the Company with the information concerning Parent and Sub required to be included stockholders under applicable law, include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and will the adoption of this Agreement; and (iv) unless the Company Board of Directors determines in good faith, following the advice from outside counsel, that to do so is reasonably likely to cause it to violate its fiduciary duties to the Company stockholders under applicable law, use its reasonable efforts to solicit from holders of Shares proxies in favor of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable law to effect the Merger. (b) Parent agrees to vote, or cause to be voted, all of the Shares then owned by it it, the Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the its Board of Directors, shall, if required in accordance with applicable law and the Company's Articles and By-Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon on this Agreement and the transactions contemplated hereby (the "Stockholders' Stockholders Meeting"); ) and (ii) subject to its fiduciary duties under applicable Laws after consultation with law as determined in good faith by a majority of the Disinterested Directors (as defined in Section 6.3(c)) of the Company based on the advice of independent counseloutside legal counsel to the Disinterested Directors, (A) include in the proxy statement or information statement prepared by Proxy Statement the Company for distribution to unanimous recommendation of the Board of Directors that the stockholders of the Company vote in advance favor of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals approval of this Agreement and the transactions contemplated hereby and, subject to the approval of the Financial Advisor, the written opinion of the Financial Adviser that the consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders and (B) use its reasonable good faith efforts to obtain the necessary approval of this Agreement and the transactions contemplated hereby by its stockholders. Parent will provide At the Company with the information concerning Stockholders Meeting, Parent and Sub required Purchaser shall cause all Shares then beneficially owned by them and their subsidiaries to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries voted in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)the foregoing, if Parent and Sub and their affiliates in the event that Purchaser shall collectively own, following consummation of the Offer, acquire at least 90 percent 90% of the outstanding Shares, each of Parent, Sub and the Company shall and Parent agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, effective as soon as reasonably practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter)such acquisition, without a meeting of stockholders of the Company's stockholders, in accordance with Section 253 3-106 of the DGCLMGCL. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Stockholders Meeting if the Minimum Condition is not satisfied.

Stockholders Meeting. (a) If required re- quired by applicable Laws Delaware Law in order to consummate the Merger, the Company, acting through the Board Company Board, shall, in accordance -40- 45 with applicable Laws, its law and the Company Certificate of Incorporation Incorpora- tion and its Company Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as practicable following the consummation of the Offer for the purpose of considering and taking action upon on this Agreement and the Merger (the "Stockholders' Meeting"); , (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in cause the proxy statement or information statement prepared by the Company record date for distribution to stockholders of the Company in advance of the Stockholders' Meeting to be subsequent to the date on which Purchaser last purchases Shares pursuant to the Offer, and (iii) include in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act Proxy Statement (the "Proxy Statement"A) the recommendation of the Company Board referred to in Section 1.2 hereof; and (iiiwith all directors who are designees of Parent abstaining) use its reasonable efforts to (A) obtain and furnish that the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer Company approve and adopt this Agreement and (B) obtain the necessary approvals opinion of this Agreement Montxxxxxx Xx- curities that the consideration to be received by the holders of Shares (other than Parent and Purchaser) in the Offer and the Merger by is fair to such holders from a financial point of view. The Company shall, if proxies are solicited, use its stockholders. Parent will provide best efforts to solicit from holders of Shares entitled to vote at the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries Stockholders' Meeting proxies in favor of such approval and shall take all other action necessary or, in the reasonable judgment of Parent, helpful to secure the vote or consent of such holders required by Delaware Law to effect the Merger. At the Stockholders' Meeting, Parent and Purchaser shall cause the Parent Shares and any Shares acquired in the Offer to be voted in favor of the approval and adoption of this Agreement and the transactions contemplated herebyTransactions. (b) Notwithstanding Section 2.5(a)The foregoing notwithstanding, if in the event that Purchaser shall acquire such number of Shares that, when taken together with the Parent and Sub and their affiliates shall collectively ownShares, following consummation constitute at least 90% of the Offer, at least 90 percent of the then outstanding Shares, each of Parentthe parties hereto agree, Sub and the Company shall subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, effective in accordance with Section 253 of Delaware Law, as promptly as practicable after such ac- quisition, without a meeting of the DGCLstockholders of the Com- pany.

Stockholders Meeting. The Company (a) If required by applicable Laws shall as promptly as reasonably practicable (and in order to consummate any event within five (5) Business Days) after the Mergerdate on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, the Company, acting through the Board shall, take all action necessary in accordance with applicable LawsLaw, its the rules of NASDAQ and the Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) Bylaws to establish a record date and duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer Stockholders’ Meeting for the purpose of considering obtaining the Requisite Stockholder Approval, which Stockholders’ Meeting, except as may be required by applicable Law or an Order of any Governmental Authority, shall be set for a date no later than 30 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders and taking action upon (b) shall not postpone, recess or adjourn such meeting except pursuant to the immediately following sentence; provided, that the Stockholders’ Meeting shall in no event be postponed, recessed or adjourned pursuant to the following sentence to a date that is more than 30 calendar days after the date on which the Stockholders’ Meeting was (or was required to be) originally scheduled without the prior written consent of Parent (solely with respect to clause (i) in such following sentence, such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Agreement Agreement, any adjournments or postponements of such meeting shall require the prior written consent of Parent, except that (i) the "Company may adjourn the Stockholder Meeting in the case and then only to the extent that such adjournment is required in order to file and mail any supplemental or amended disclosure which the SEC (or the staff of the SEC) has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders' ’ Meeting"); , and (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement andCompany, after consultation with Parent, respond promptly to any comments made by may (or upon the SEC with respect to written request of Parent, shall) adjourn or postpone the Stockholders’ Meeting if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement and any preliminary version thereof and cause Statement) there are either (A) insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and Stockholders’ Meeting or (B) insufficient affirmative votes to adopt this Agreement; provided, that the record date shall not be changed without Parent’s prior written consent. Unless the Company Board shall have effected an Adverse Recommendation Change as permitted in accordance with Section 5.6, the Company shall use reasonable best efforts to obtain the necessary approvals of this Agreement and the Merger Requisite Stockholder Approval including by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries actively soliciting proxies in favor of approval and the adoption of this Agreement and shall ensure that all proxies solicited in connection with the transactions contemplated hereby. Stockholders’ Meeting are solicited in compliance with all applicable Laws and all rules of NASDAQ. For the avoidance of doubt, unless this Agreement is validly terminated in accordance with Section 7.1, an Adverse Recommendation Change (bor a proposed or announced intention to do so) Notwithstanding Section 2.5(a)shall not relieve the Company of its obligation hereunder to give notice of, if convene and hold the Stockholders’ Meeting or to provide Parent with such information and Sub and their affiliates shall collectively owncooperation to permit Parent to solicit proxies to obtain the Requisite Stockholder Approval. The Company shall, following consummation of upon the Offer, at least 90 percent of the outstanding Shares, each reasonable request of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation advise Parent at least on a daily basis on each of the Offer (but in no event later than last ten (10) business days thereafterBusiness Days prior to the scheduled date of the Stockholders’ Meeting as to the aggregate tally of affirmative proxies received by the Company with respect to the Requisite Stockholder Approval. Without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), without a meeting except as required by applicable Law, the adoption of this Agreement, the transactions contemplated hereby (including the Merger) and related matters shall be the only matter (other than procedural matters) which the Company shall propose to be acted on by the stockholders of the Company, in accordance with Section 253 of Company at the DGCLStockholders’ Meeting.

Stockholders Meeting. (a) If required by applicable Laws in order Subject to consummate the MergerSection 6.2, the Company, acting through the Board shall, Company shall take all actions in accordance with applicable LawsLaw, its Certificate of Incorporation the NASDAQ Global Market, the Company Charter and its Bylaws, as soon as practicable following the consummation of the Offer: (i) Company Bylaws to promptly and duly call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as practicable following practicable, and in any event within forty five (45) days after the consummation clearance of the Offer Proxy Statement, its Stockholders Meeting for the purpose of considering and taking action voting upon this Agreement the approval of the Voting Proposal. Subject to Section 6.2, to the fullest extent permitted by applicable Law, (i) the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in Company Board shall recommend approval of the proxy statement or information statement prepared Voting Proposal by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the and include such recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote(ii) neither the Company Board, or cause nor any committee thereof, shall effect a Change of Recommendation. Subject to be votedSection 6.2, all Shares owned by it or the Company shall use its Subsidiaries reasonable best efforts to solicit from its stockholders proxies in favor of approval the Voting Proposal, and adoption to secure the votes or consents of this Agreement and the transactions contemplated herebystockholders that are required by the rules of the NASDAQ Global Market or the DGCL. (b) Notwithstanding The Company shall call, give notice of, convene and hold the Stockholders Meeting in accordance with this Section 2.5(a6.4. Unless the Company terminates this Agreement pursuant to Section 8.1(g), if Parent and Sub and their affiliates the Company shall collectively ownsubmit the Voting Proposal to its stockholders for the purpose of acting upon such proposal whether or not (i) the Company Board at any time subsequent to the date of this Agreement determines, following consummation in the manner permitted by Section 6.2(e), that the proposal is no longer advisable or recommends that the stockholders of the OfferCompany reject such proposal, at least 90 percent of or (ii) any actual, potential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to the outstanding SharesCompany. The Company shall use reasonable best efforts to ensure that all proxies solicited in connection with its Stockholders Meeting are solicited, each of Parentin compliance with the DGCL, Sub the NASDAQ Global Market, the Company Charter and the Company shall take Bylaws and all necessary and appropriate action other applicable legal requirements. Notwithstanding anything to cause the Merger to become effectivecontrary contained in this Agreement, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 after receiving written consent of the DGCLParent, may adjourn or postpone the Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to its stockholders or, if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting. (c) Following the Stockholders Meeting and at or prior to the Closing, the Company shall deliver to the Corporate Secretary of the Parent a certificate setting forth the voting results from the Stockholders Meeting.

Stockholders Meeting. (a) If approval of the stockholders of the Company is required by applicable Laws in order under the DGCL to consummate the Merger, the : (a) The Company, acting through (or upon authorization by) the Board of Directors of the Company, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following subject to the consummation requirements of the OfferCompany’s Constituent Documents and applicable law: (i) (A) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, duly callset a record date for, call and give notice of, convene and hold of a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Special Meeting”) for the purpose of considering and taking action upon this Agreement (with the "Stockholders' record date and meeting date set in consultation with Purchaser), and (B) as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, convene and hold the Special Meeting"); (ii) subject cause the definitive Proxy Statement to be mailed to its fiduciary duties under applicable Laws stockholders as promptly as possible after consultation with independent counsel, include in the date that the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereofstatement; and (iii) use its reasonable best efforts to secure any approval in favor of the approval and adoption of the Agreement by the stockholders of the Company that is required by the Company’s Constituent Documents and the DGCL and any other applicable law to effect the Merger. (Ab) obtain and furnish The Company shall not postpone or adjourn the information Special Meeting except that, after receiving the written consent of the Parent, the Company may adjourn or postpone the Special Meeting to the extent legally necessary to ensure that any required supplement or amendment to be included by it the Proxy Statement is provided to the Company’s stockholders or, if as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement andStatement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting. After the Acceptance Time, after consultation with Parent, respond the Company shall prepare and distribute as promptly to as practicable any comments made by the SEC with respect such required supplement or amendment to the Proxy Statement and following any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation such adjournment or postponement of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide Special Meeting, the Company with shall take all action necessary to reconvene the information concerning Special Meeting as promptly as practicable after such adjournment or postponement. (c) At the Special Meeting or any postponement or adjournment thereof, Parent and Sub required to be included in the Proxy Statement and will shall vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or its Subsidiaries any of their respective affiliates in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)to deliver or provide, if Parent and Sub and their affiliates shall collectively own, following consummation in its capacity as a stockholder of the OfferCompany or otherwise, at least 90 percent of any other approvals that are required by the outstanding Shares, each of Parent, Sub DGCL and any other applicable law to effect the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLMerger.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board shallCompany Board, shall take all actions in accordance with applicable LawsLegal Requirements, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation Organizational Documents of the Offer: Company and the rules of The NASDAQ Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Form S-4 Registration Statement, the Company Stockholders’ Meeting for the purpose of considering and voting upon the Company Voting Proposal (as defined below). Subject to Section 5.1(b), to the fullest extent permitted by applicable Legal Requirements, (i) the Company Board shall recommend adoption of this Merger Agreement by the stockholders of the Company (the “Company Voting Proposal”) and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the Company Board nor any committee thereof shall effect a Company Adverse Recommendation Change and (iii) the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Company Voting Proposal and shall take all other action necessary or advisable to secure the Required Company Stockholder Vote. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a special meeting of its stockholders the holders of Company Common Stock, as soon as practicable following required by this Section, shall not be affected by the consummation withdrawal, amendment or modification of the Offer for recommendation by the purpose of considering Company Board or committee thereof and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject the Company agrees that its obligations pursuant to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared this Section shall not be affected by the Company for distribution commencement, public proposal, public disclosure or communication to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyAcquisition Proposal. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws Law in order to consummate the Merger, the Company, acting through the its Board of Directors shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholders Meeting”) as soon promptly as practicable following the consummation acceptance for payment and purchase of Shares by Sub pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement. Subject to the rights of the Board of Directors of the Company under Section 5.5, the Board of Directors of the Company shall declare that this Agreement (is advisable and unanimously recommend that the "Stockholders' Meeting")Agreement, the Merger and the other transactions contemplated hereby be approved and adopted by the stockholders of the Company and shall include in the Proxy Statement a copy of such recommendations; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the Commission a proxy statement or preliminary information statement prepared by which meets all the Company for distribution to stockholders requirements of the Company in advance rules and regulations of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under Commission relating to the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the Commission in the Proxy Statement Statement, including, if applicable, the Opinion and, after consultation with Parent, to respond promptly to any comments made by the SEC Commission with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the “Proxy Statement Statement”), including any amendment or supplement thereto to be mailed to its stockholders following stockholders, provided that no amendment or supplement to the consummation of Proxy Statement will be made by the Offer and (B) obtain the necessary approvals of this Agreement Company without consultation with, and the Merger by its stockholders. Parent will provide approval of, Parent, Sub and their counsel; (iii) subject to the Company with the information concerning Parent and Sub required to be included provisions of Section 5.5(b), include in the Proxy Statement the unanimous recommendation of the Company’s Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and will the approval of this Agreement; and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent and Sub, advisable to secure any vote or consent of stockholders required by applicable Law to effect the Merger. (b) Parent shall vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of the approval of the Merger and the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of all Shares owned by Parent, Sub and any of Parent’s other Subsidiaries. (c) At or prior to the Closing, the Company shall take all necessary and appropriate action deliver to cause Parent a certificate of its corporate secretary setting forth the Merger to become effective, as soon as practicable after voting results from the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLCompany Stockholders’ Meeting.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the CompanyLaunch, acting through the Launch's Board of Directors, shall, in accordance with applicable Laws, its Certificate law and Launch's certificate of Incorporation incorporation and its Bylaws, as soon as practicable following the consummation of the Offerbylaws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Special Meeting") as soon as reasonably practicable following the consummation acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer and, if later, the expiration of any subsequent offering period under Section 1.1(a) hereof, for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentYahoo!, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement Statement") to be mailed to its stockholders following the consummation of the Offer and stockholders; (Biii) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included include in the Proxy Statement the recommendation of Launch's Board of Directors that stockholders of Launch vote in favor of the approval of the Merger and will the adoption of this Agreement; and (iv) use its reasonable efforts to solicit from holders of Shares proxies in favor of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the Delaware Law and any other applicable law and Launch's certificate of incorporation and bylaws (if applicable) to effect the Merger; provided that the obligations set forth in clauses (iii) and (iv) of this Section 1.9(a) shall be subject to Sections 1.10 and 5.2(c). (b) Yahoo! agrees to vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board The Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon promptly as reasonably practicable following the consummation date of the Offer: (i) this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting the Stockholders’ Meeting. At such Stockholders’ Meeting, unless the Board of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders Directors of the Company has made a Permitted Change of Recommendation in advance of compliance with Section 6.6, the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed Company shall recommend to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals adoption of this Agreement and approval of the Merger by its stockholdersand the Related Transactions (the “Company Recommendation”). Parent will provide Notwithstanding anything to the contrary contained in this Agreement, prior to the termination of this Agreement, the obligation of the Company with to call, give notice of, convene and hold the information concerning Parent Stockholders’ Meeting and Sub required to be included in hold a vote of the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and Company’s stockholders on the adoption of this Agreement and the transactions contemplated hereby. approval of the Merger and the FFELP Transaction at the Stockholders’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Competing Proposal (whether or not a Superior Proposal), or by a Change of Recommendation. In any case in which the Company makes a Change of Recommendation, (a) the Company shall nevertheless submit this Agreement, the Merger and the FFELP Transaction to a vote of its stockholders and (b) Notwithstanding Section 2.5(a)the Proxy Statement and any and all accompanying materials (including the proxy card, the “Proxy Materials”) shall be identical in form and content to Proxy Materials that would have been prepared by the Company had no Change of Recommendation been made, except for appropriate changes to the disclosure in the Proxy Statement stating that such Change of Recommendation has been made and, if Parent and Sub and their affiliates applicable, describing matters relating to the Superior Proposal or other event giving rise to the Change of Recommendation to the extent required by applicable Law. The Company agrees that, prior to the termination of this Agreement, it shall collectively own, following consummation not submit to the vote of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action its stockholders any Competing Proposal (whether or not a Superior Proposal) or propose to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLdo so.

Stockholders Meeting. (a) Section 2.8.1 If required by applicable Laws law in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: Company shall (iA) duly call, give notice of, convene call and hold a special meeting of its stockholders (the "Company Stockholders' Meeting") as soon promptly as practicable following the consummation later of the Offer Expiration Date or the expiration of any subsequent offering period as permitted by Section 1.1.2, or upon the request of Parent, for the purpose of considering and taking action upon the Merger and this Agreement Agreement; (B) prepare and file with the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) this Agreement, and use its reasonable efforts (1) to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as defined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause a definitive proxy statement (as the same may be supplemented or amended from time to time, the "Proxy Statement Statement") to be mailed to its stockholders following the consummation of the Offer and (B2) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent ; and Sub required (C) subject to be included Section 5.4.3, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and this Agreement. Notwithstanding anything to the contrary herein, the Company agrees that its obligations pursuant to the first sentence of this Section 2.8.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of an Acquisition Proposal or a Superior Proposal or any withdrawal or modification of the approval or recommendation by the Company Board or any committee thereof of the Offer and the Merger and the adoption and approval of this Agreement. In addition, the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. The Company, after consultation with Parent, will use all reasonable efforts to respond to any comments made by the SEC with respect to any Other Filings. Each of the Company, on the one hand, and Parent and the Purchaser, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities laws. Section 2.8.2 Parent and the Purchaser shall not, and they shall cause their direct and indirect subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares beneficially owned by Parent or the Purchaser, as of the date of this Agreement, or acquired pursuant to the Offer or otherwise prior to the meeting of the Company's stockholders, if any is required, pursuant to which the Shares are voted with respect to the Merger; provided, however, that this Section 2.8.2 shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such Shares in transactions involving solely Parent, the Purchaser and/or one or more of their direct or indirect subsidiaries or following the Company's receipt of any Superior Proposal. Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it it, the Purchaser or its Subsidiaries any Parent Subsidiary in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLthis Agreement.

Stockholders Meeting. (a) If required by applicable Laws following the Acceptance Time, or the expiration of any subsequent offering period provided in order to consummate accordance with Rule 14d-11 under the MergerExchange Act, the Company, acting through the Board Company shall, in accordance with applicable Laws, its law and the Company’s Restated Certificate of Incorporation and its BylawsBy-laws, as soon as practicable following the consummation of the Offer: take all action necessary to (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as practicable following the consummation satisfaction of the Offer condition set forth in Section 8.01(a) for the purpose of considering and taking action upon voting on the adoption of this Agreement and approval of the Merger (the "“Stockholders' ’ Meeting"”); , and (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counselSection 7.05, (A) include in the proxy statement or information statement prepared by to be sent to the Company for distribution to stockholders of the Company in advance of connection with the Stockholders' ’ Meeting in accordance with Regulation 14A (such proxy statement, as amended or Regulation 14C promulgated under supplemented, being referred to herein as the Exchange Act (the "“Proxy Statement") ”), and not subsequently withdraw, amend, change or modify in any manner adverse to Purchaser or Parent, the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish that the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer Company adopt this Agreement and approve the Merger and (B) use its commercially reasonable efforts to solicit and obtain such adoption and approval. At the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Stockholders’ Meeting, Parent and Sub required Purchaser shall cause all Shares then owned beneficially or of record by them and their subsidiaries and affiliates to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries voted in favor of approval and the adoption of this Agreement and approval of the transactions contemplated herebyMerger. (b) Notwithstanding Section 2.5(a)anything to the contrary in this Agreement, if in the event that, at any time after the Acceptance Time, the Shares beneficially owned by Purchaser, together with any Shares beneficially owned by Parent and Sub and their affiliates Parent’s other affiliates, shall collectively own, following consummation represent at least 90% of the Offer, at least 90 percent of the then outstanding Shares, each of Parent, Sub Parent and the Company Purchaser shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of Delaware Law (to the DGCLextent permitted thereunder), as promptly as reasonably practicable after the Acceptance Time, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the Company Board of Directors, shall, in accordance with applicable Laws, its law and the Company's Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerbylaws: (i1) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as reasonably practicable following the consummation acceptance for payment and purchase of Shares by Acquisition Sub pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii2) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement Statement") to be mailed to its stockholders following as promptly as practicable; (3) provided that no amendment or supplement to such Proxy Statement will be made by the consummation Company without consultation with Parent and its counsel, except in the circumstance and in accordance with the procedure described in Section 5.9(c), include in the Proxy Statement the recommendation of the Offer Company's Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (B4) obtain except in the necessary approvals circumstance and in accordance with the procedure described in Section 5.9(c), use its reasonable best efforts to solicit from holders of Shares proxies in favor of the Merger and the adoption of this Agreement and take all other actions reasonably necessary or advisable to secure the Merger approval of stockholders required by its stockholders. the DGCL and any other applicable law to effect the Merger. (b) Parent will provide the Company with the information concerning Parent and Sub required agrees to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then owned by it it, Acquisition Sub or any of its Subsidiaries other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. At any time following the execution and delivery of this Note, Parent may, but shall not be obligated to, call a meeting of its stockholders, which may be its annual meeting of stockholders (athe “Stockholders Meeting”) If required to seek approval of Parent’s stockholders for the issuance of all of the Note Conversion Shares in accordance with Nasdaq Listing Rule 5635 (the “Proposal” and the approval of the Proposal by applicable Laws in order to consummate the Mergerholders of the requisite number of shares of Parent Common Stock as contemplated by this Section 6, the Company“Parent Stockholder Approval”). In connection with the Stockholders Meeting, Parent, acting through the Board shallParent Board, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: shall (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following recommend the consummation approval of the Offer for Proposal by Parent’s stockholders in the purpose Proxy Statement (as defined below), unless such recommendation would result in a violation of considering and taking action upon this Agreement (the "Stockholders' Meeting"); fiduciary duties of the Parent Board under applicable Law, (ii) subject otherwise comply with all legal and Nasdaq requirements applicable to its fiduciary duties under applicable Laws after consultation with independent counselsuch meeting, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable best efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to solicit from its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries proxies in favor of (it being understood that a proxy card will be deemed voted “in favor of” a matter to be acted upon by Parent’s stockholders if it provides the stockholder with the ability to either vote for, vote against or abstain from voting on, such matter) the approval of the Proposal and adoption (iv) subject to the parenthetical in the immediately preceding clause (iii), take all other actions reasonably necessary or advisable to secure the approval of this Agreement the Proposal in order to satisfy the requirement of applicable Law and the transactions contemplated herebyrules and regulations of Nasdaq. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If As promptly as practicable following the acceptance for payment of Shares by Parent or Purchaser or any of their Affiliates pursuant to and in accordance with the terms of the Offer on the Purchase Date (the “Acceptance Time”) (or, if later, following the termination of the subsequent offering period, if any), if required by applicable Laws Law in order to consummate the Merger, the Company, acting through the Board Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation Law and its Bylaws, as soon as practicable following the consummation of the OfferCompany Charter Documents: (i) duly call, give notice of, convene and hold a an annual or special meeting of its stockholders as soon as practicable following the consummation Company Stockholders and the holders of Series D-1 Preferred Stock (the Offer “Series D-1 Holders”) for the purpose purposes of considering and taking action upon the adoption of this Agreement (the "Stockholders' “Company Stockholders Meeting"”);; and (ii) subject to its fiduciary duties under applicable Laws after in consultation with independent counselParent, include in prepare and file with the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) Merger and this Agreement and obtain and furnish the information required by the SEC to be included by it in the Proxy Statement therein and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (together with all amendments, supplements and exhibits thereto, the “Proxy Statement Statement”) to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement Company Stockholders and the Merger Series D-1 Holders at the earliest practicable date; provided that no amendments or supplements to the Proxy Statement shall be made by its stockholdersthe Company without consultation with Parent. Parent will shall provide the Company with the such information concerning with respect to Parent and Sub its Affiliates as shall be required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated herebyStatement. (b) Notwithstanding the provisions of Section 2.5(a1.4(a), if Parent in the event that Parent, Purchaser and Sub and their affiliates any of Parent’s other Subsidiaries shall collectively own, following consummation of acquire in the Offer, aggregate at least 90 percent 90% of the outstanding Shares, shares of each class of Parent, Sub and capital stock of the Company shall pursuant to the Offer or otherwise, the parties hereto shall, subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective, effective as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter)such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) Parent shall vote, or cause to be voted, all of the shares of capital stock of the Company acquired in the Offer or pursuant to the Preferred Stockholder Agreement or otherwise then owned by it, Purchaser or any of Parent’s other Subsidiaries in favor of the adoption of this Agreement at the Company Stockholders Meeting or in order to take the actions required by Section 1.4(b).

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the Board shallCompany Board, shall take all action necessary in accordance with applicable Lawsthe Delaware Law and the Company Charter Documents to call, its Certificate hold and convene a meeting of Incorporation and its Bylaws, the Company stockholders (the “Stockholder Meeting”) to be held as soon promptly as reasonably practicable following the consummation date of this Agreement and in any event will use commercially reasonable efforts (to the extent permissible under Applicable Law) to cause the Stockholder Meeting to be convened within forty-five (45) days after the mailing of the Offer: (i) duly callProxy Statement to Company stockholders. Subject to Section 6.4(b), give notice of, convene and hold a special meeting of the Company shall use commercially reasonable efforts to solicit from its stockholders as soon as practicable following the consummation proxies in favor of the Offer for adoption and approval of this Agreement, the purpose approval of considering the Merger and taking the other transactions contemplated hereby, and shall take all other action upon required by the Delaware Law, all other Applicable Law and the applicable rules and regulations of Nasdaq to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement (Agreement, the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws Company may adjourn or postpone the Stockholder Meeting after consultation with independent counsel, include in Parent to the proxy statement extent necessary to ensure that any necessary supplement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect amendment to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed is provided to its stockholders following in advance of a vote on the consummation Merger and this Agreement or, if as of the Offer and time for which the Stockholder Meeting is scheduled (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included as set forth in the Proxy Statement Statement) there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholder Meeting. The Company shall ensure that the Stockholder Meeting is called, noticed, convened, held and will voteconducted, or cause to be voted, and that all Shares owned proxies solicited by it or its Subsidiaries in favor of approval and adoption of this Agreement connection with the Stockholder Meeting are solicited in compliance with the Delaware Law, the Company Charter Documents and the transactions contemplated herebyapplicable rules and regulations of Nasdaq. (b) Notwithstanding Except to the extent expressly permitted by Section 2.5(a6.4(b), if Parent and Sub and their affiliates (i) the Company Board shall collectively own, following consummation recommend that the Company’s stockholders vote in favor of the Offeradoption of this Agreement at the Stockholder Meeting, (ii) the Proxy Statement shall include a statement to the effect that the Company Board has recommended by the unanimous approval of all directors present at least 90 percent a duly called meeting held prior to the execution of this Agreement that the Company’s stockholders vote in favor of the outstanding Sharesadoption and approval of this Agreement, each the approval of the Merger and the other transactions contemplated hereby at the Stockholder Meeting (the “Board Recommendation”) and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, Sub the recommendation of its Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement, the approval of the Merger and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLother transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable Laws in order Subject to consummate the Mergerprovisions of this Agreement, the Company, acting through the Board shall, Company shall (i) take all action necessary in accordance with applicable Lawsthe MBCA, its Certificate of Incorporation the Exchange Act, the Company Organizational Documents and its Bylaws, as soon as practicable following the consummation rules of the Offer: NYSE, and in consultation with Parent, to establish a record date for (iand the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as reasonably practicable following the consummation mailing of the Offer Proxy Statement to the Company’s stockholders for the purpose of considering and taking action upon this Agreement obtaining the Company Stockholder Approval (the "“Stockholders' ’ Meeting"”); , (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting conduct a “broker search” in accordance with Regulation 14A or Regulation 14C promulgated under Rule 14a-13 of the Exchange Act (in a manner to enable the "record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and , (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to solicit from its stockholders following the consummation proxies in favor of the Offer and (B) obtain the necessary approvals approval of this Agreement and the Merger by its stockholders. Parent will provide Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Company with the information concerning Parent Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries votes in favor of approval and adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)Company Board not having effected a Change of Board Recommendation, if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action (x) submit this Agreement to cause the Merger to become effective, stockholders of the Company as soon promptly as practicable after for the consummation purpose of obtaining the Offer Company Stockholder Approval at the Stockholders’ Meeting and (but in no event later than ten (10y) business days thereafter), without a meeting of not submit any Acquisition Proposal for approval by the stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”), as soon promptly as practicable following the consummation acceptance for payment and purchase of Common Stock by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject as promptly as practicable following the acceptance for payment and purchase of Common Stock by the Purchaser pursuant to its fiduciary duties under applicable Laws after consultation the Offer, prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required by the rules and regulations of the SEC to be included by it in the Proxy Statement (as hereinafter defined) and, after consultation with the Purchaser and the Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (together with any supplements thereto, the “Proxy Statement Statement”) to be mailed to its stockholders following the consummation of the Offer and stockholders; (Biii) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included if a Proxy Statement is required, include in the Proxy Statement the recommendation of the Company’s board of directors that stockholders of the Company vote in favor of the approval of the Merger and will the adoption of this Agreement; and (iv) if the solicitation of the Company’s stockholders is required, use all reasonable efforts to solicit from holders of Common Stock proxies in favor of the Merger and take all actions reasonably necessary or, in the reasonable opinion of the Purchaser, advisable to secure the approval of stockholders required by the DGCL, the Company’s Certificate of Incorporation and any other applicable law to effect the Merger. (b) Parent and the Purchaser agree that prior to the Special Meeting neither of them shall dispose of any Common Stock owned by them and each agree to vote, or cause to be voted, all Shares of the shares of Common Stock then owned by it them or its Subsidiaries any of their other subsidiaries or Affiliates or that they are otherwise entitled to vote or cause to be voted in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (bc) Notwithstanding Section 2.5(a), if Parent agrees promptly to provide the Company with all information regarding the Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of Purchaser required to be included in the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLProxy Statement.

Stockholders Meeting. (a) If required by applicable Laws Law in order to consummate the Merger, the Company, acting through the Company Board of Directors, shall, in accordance with applicable LawsLaw and the Company’s certificate of incorporation and by-laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offershall: (i) duly call, give notice of, convene and hold a special meeting of its stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the “Special Meeting”) as soon as reasonably practicable following the consummation acceptance for payment and purchase of shares of Company Capital Stock by Sub pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated SEC under the Exchange Act (a preliminary proxy or information statement relating to the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentParent shall have had a reasonable opportunity to review and comment on the Proxy Statement, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (in either case, the “Proxy Statement Statement”) to be mailed to its stockholders following the consummation of the Offer and as promptly as practicable; (Biii) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and will the adoption of this Agreement; and (iv) use its reasonable best efforts to solicit from holders of shares of Company Capital Stock proxies in favor of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Company’s certificate of incorporation and by-laws (if applicable) to effect the Merger. (b) Parent agrees to vote, or cause to be voted, all Shares of the shares of Company Capital Stock then beneficially owned by it it, Sub or any of its Subsidiaries other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold The Company shall call a special meeting of its stockholders stockholders, to be held as soon promptly as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counselClosing, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten 75 days after the Closing, to vote on proposals (10the “Stockholder Proposals”) business days thereafterto (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, without the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of its stockholders to be held no less than once in each subsequent six-month period beginning on the date of the Company, in accordance with Section 253 of the DGCLsuch special stockholders meeting until such approval is obtained.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its BylawsThe Company will, as soon as practicable following the consummation date of the Offer: (i) this Agreement duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following (the consummation of the Offer "Stockholders Meeting") for the purpose of considering obtaining the Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 4.03 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal. The Company will, through its Board of Directors and taking action upon the Independent Committee, recommend to its stockholders the approval and adoption of this Agreement (and the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include Merger and such recommendation and approval shall be set forth in the proxy statement or information statement prepared by Proxy Statement, except to the Company for distribution to stockholders extent that the Board of Directors of the Company in advance shall have withdrawn or modified its approval or recommendation of this Agreement or the Stockholders' Meeting Merger and terminated this Agreement in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and7.01(c). (iiib) The Company shall prepare and file a preliminary Proxy Statement with the SEC within six weeks following the date of this Agreement and shall use its commercially reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by of the SEC with respect or its staff, and, to the Proxy Statement and any preliminary version thereof and extent permitted by law, to cause the Proxy Statement to be mailed to its the Company's stockholders following as promptly as practicable after responding to all such comments to the consummation satisfaction of the Offer SEC staff and in any event at least twenty (B20) obtain business days prior to the necessary approvals Stockholders Meeting. The Company shall notify Parent promptly of this Agreement the receipt of any comments from the SEC or its staff and of any request by the Merger by SEC or its stockholders. Parent will provide the Company with the information concerning Parent and Sub required staff for amendments or supplements to be included in the Proxy Statement or for additional information and will votesupply Parent with copies of all correspondences between the Company or any of its representatives, or cause to be votedon the one hand, all Shares owned by it and the SEC or its Subsidiaries in favor of approval and adoption of this Agreement and staff, on the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)other hand, if Parent and Sub and their affiliates shall collectively own, following consummation with respect to the Proxy Statement or the Merger. Prior to the filing of the OfferProxy Statement or any amendment thereto with the SEC, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary provide the Parent and appropriate action its legal counsel with a reasonable opportunity to cause review and comment on such document. If at any time prior to the Merger Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to become effectivethe Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with and provide such information as soon as practicable after is reasonably requested by the consummation Company in the preparation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLProxy Statement or any amendment or supplement thereto.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shallThe Company will take, in accordance with applicable Laws, its Certificate of Incorporation Law and its Bylawscertificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Shares (the “Stockholders Meeting”) as soon promptly as practicable following after the consummation execution of this Agreement, and in any event no later than forty-five (45) days after (a) the tenth (10th) calendar day after the preliminary Proxy Statement has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (b) if the SEC has by such date informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement; provided, that the date of the Offer: Stockholders Meeting may be delayed for a reasonable period (inot to exceed ten (10) duly calldays) to the extent required by Law, give notice ofto consider and vote upon the adoption of this Agreement, convene and hold a special shall not postpone, recess or adjourn such meeting of its stockholders except to the extent required by Law or, if as soon as practicable following the consummation of the Offer time for which the purpose of considering and taking action upon this Agreement Stockholders Meeting is originally scheduled (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it as set forth in the Proxy Statement and, after consultation with Parent, respond promptly Statement) there are insufficient Shares represented (either in person or by proxy) and voting to any comments made by adopt this Agreement or to constitute a quorum necessary to conduct the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation business of the Offer and (B) obtain the necessary approvals Stockholders Meeting. The board of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor directors of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate lawful action to cause solicit such adoption of this Agreement and, subject to Section 6.2(f), shall recommend such adoption. In the Merger event that subsequent to become effectivethe date of this Agreement, as soon as practicable after the consummation board of directors of the Offer (but in no event later than ten (10) business days thereafter)Company makes a Change of Recommendation, without a meeting of stockholders the Company nevertheless shall continue to solicit proxies and submit this Agreement to the holders of the Company, Shares for adoption at the Stockholders Meeting unless this Agreement shall have been terminated in accordance with Section 253 of its terms prior to the DGCLStockholders Meeting.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the CompanyLaunch, acting through the Launch's Board of Directors, shall, in accordance with applicable Laws, its Certificate law and Launch's certificate of Incorporation incorporation and its Bylaws, as soon as practicable following the consummation of the Offerbylaws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "SPECIAL MEETING") as soon as reasonably practicable following the consummation acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer and, if later, the expiration of any subsequent offering period under Section 1.1(a) hereof, for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) Merger and this Agreement and use its reasonable efforts to (A) obtain and furnish the information required to be included by it the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with ParentYahoo!, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the Proxy Statement "PROXY STATEMENT") to be mailed to its stockholders following the consummation of the Offer and stockholders; (Biii) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included include in the Proxy Statement the recommendation of Launch's Board of Directors that stockholders of Launch vote in favor of the approval of the Merger and will the adoption of this Agreement; and (iv) use its reasonable efforts to solicit from holders of Shares proxies in favor of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the Delaware Law and any other applicable law and Launch's certificate of incorporation and bylaws (if applicable) to effect the Merger; provided that the obligations set forth in clauses (iii) and (iv) of this Section 1.9(a) shall be subject to Sections 1.10 and 5.2(c). (b) Yahoo! agrees to vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or any of its Subsidiaries other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws law in order to consummate the Merger, the Company, acting through the its Board of Directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer:law; (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by relating to the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) Merger and this Agreement and shall obtain and furnish the information required by the SEC to be included by it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement Statement") to be mailed to its stockholders following stockholders; and (iii) subject to the consummation fiduciary obligations of the Offer Board under applicable law as determined by the Board of Directors of the Company after consultation with its legal counsel, include in the Proxy Statement the recommendation of such Board that the stockholders of the Company vote in favor of the approval of the Merger and (B) obtain the necessary approvals adoption of this Agreement and the Merger by its stockholders. Agreement. (b) Parent agrees that it will provide the Company with the information concerning Parent and Sub Purchaser required to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or any of its other Subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (bc) Notwithstanding Section 2.5(a), if Parent The Company represents that the Proxy Statement (or any amendment thereof or supplement thereto) at the date mailed to Company stockholders and Sub and their affiliates shall collectively own, following consummation at the time of the OfferSpecial Meeting will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at least 90 percent in light of the outstanding Sharescircumstances under which they are made, each of Parentnot misleading, Sub and except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Purchaser in writing for inclusion in the Proxy Statement. If at any time prior to the Effective Time any event with respect to the Company should occur which is required to be described in a supplement to the Proxy Statement, such event shall take all necessary be so described, and appropriate action to cause such supplement shall be promptly filed with the Merger to become effectiveSEC and, as soon as practicable after required by law, disseminated to the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company. With respect to the information relating to the Company, the Proxy Statement will comply as to form and substance in accordance all material respects with Section 253 the requirements of the DGCLExchange Act.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through the its Board shallof Directors (or a committee thereof), in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, shall as soon promptly as reasonably practicable following the consummation date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement, take all action required under the MGCL, the Company Charter, the Company Bylaws and the applicable requirements of the Offer: (i) NYSE necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering (a) approving the Merger and taking action (b) if and only if required or otherwise mutually agreed, a vote upon this Agreement other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger or the transactions contemplated by a merger agreement (including any adjournment or postponement thereof, the "Stockholders' “Stockholders Meeting"”); ; provided that the Company may (and, at the written request of Parent, shall) postpone, recess or adjourn such meeting (i) to the extent required by Law or duty, (ii) subject to its fiduciary duties under applicable Laws allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with independent counseloutside counsel is necessary under applicable Law or duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting; provided that such adjournment or postponement shall not delay the Stockholders Meeting to a date on or after the fifth (5th) Business Day preceding the End Date, unless otherwise required by applicable Law. The Company, acting through its Board of Directors (or a committee thereof), shall (a) include in the proxy statement Proxy Statement the Recommendation (subject to Section 6.1(b)(iv)), and, subject to the consent of X.X. Xxxxxx, the written opinion of X.X. Xxxxxx, and (b) subject to Section 6.1(b)(iv), use its reasonable best efforts to obtain the Company Requisite Vote (it being understood that the foregoing shall not require the Board of Directors of the Company to recommend in favor of the approval of the Merger if a Change of Recommendation has been effected in accordance with Section 6.1(c)(i) or information statement prepared Section 6.1(c)(ii)); provided that the Board of Directors of the Company may (A) fail to include the Recommendation in the Proxy Statement, (B) withdraw, modify, qualify, amend or change the Recommendation, (C) fail to recommend in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding shares of Common Stock (other than by Parent or an Affiliate of Parent), in each case, within ten (10) Business Days after the commencement thereof, it being understood and agreed that, for all purposes of this Agreement, a communication by the Board of Directors of the Company for distribution to the stockholders of the Company in advance accordance with Rule 14d-9(f) of the Stockholders' Meeting Exchange Act, or any similar communication to the stockholders of the Company in connection with the commencement of a tender offer or exchange offer, shall not, in and of itself, be deemed to constitute a Change of Recommendation (so long as any such disclosure (x) includes an express reaffirmation of the Recommendation, without any amendment, withdrawal, alteration, modification or qualification thereof and (y) does not include any statement that constitutes, and does not otherwise constitute, a Change of Recommendation), or (D) formally resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (A) through (D), a “Change of Recommendation”), in each case solely in accordance with Regulation 14A the terms and conditions of Section 6.1(c)(i) or Regulation 14C promulgated under Section 6.1(c)(ii) and, following such Change of Recommendation, may fail to use such reasonable best efforts; provided, however, that, for the Exchange Act avoidance of doubt, none of (the "Proxy Statement"I) the recommendation determination by the Board of Directors of the Board referred to in Section 1.2 hereof; and Company that an Acquisition Proposal constitutes a Superior Proposal, (iiiII) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to taking of any comments made action by the SEC with respect Company, its Board of Directors or any of its Representatives permitted by Section 6.1(b) or (III) the delivery by the Company to Parent of any notice contemplated by Section 6.1(c)(i) or Section 6.1(c)(ii), in each case so long as the Company or the Board of Directors of the Company does not intentionally issue any public statement to such effect and does not otherwise effect a Change of Recommendation thereby, will in and of itself constitute a Change of Recommendation. Notwithstanding anything to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of contrary herein, unless this Agreement has been terminated in accordance with its terms, the Stockholders Meeting shall be convened and the Merger by its stockholders. Parent will provide shall be submitted to the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the CompanyCompany at the Stockholders Meeting, in accordance with Section 253 and nothing contained herein shall be deemed to relieve the Company of the DGCLsuch obligation, including as a result of a Change of Recommendation.

Stockholders Meeting. Unless the Board of Directors (aor a duly authorized committee thereof) If required by applicable Laws in order to consummate the Mergerhas made a Change of Recommendation, the Company, acting through its Board of Directors (or a duly authorized committee thereof), shall promptly (but no later than ten (10) Business Days after the Board shalllater of (a) confirmation by the SEC that the SEC has no further comments on the Proxy Statement or that it will not review the Proxy Statement and (b) the No-Shop Period Start Date, in accordance with applicable Lawssubject to the last sentence of this Section 6.3) take all reasonable action required under the DGCL, its the Certificate of Incorporation Incorporation, the Bylaws and its Bylaws, as soon as practicable following the consummation applicable requirements of the Offer: (i) NYSE necessary to duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon adopting this Agreement (including any adjournment or postponement thereof permitted by this Agreement, the "Stockholders' “Stockholders Meeting"”); ; provided that the Company may postpone, recess or adjourn such meeting for up to thirty (30) days (i) to the extent required by Law, (ii) subject if the Company has notified Parent pursuant to its fiduciary duties under applicable Laws Section 6.1(e) that the Board of Directors (or a duly authorized committee thereof) intends to effect a Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d)(ii), (iii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (iv) if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting or (v) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Board of Directors (or a duly authorized committee thereof) has determined in good faith after consultation with independent counseloutside counsel is necessary under applicable Law or fiduciary duty for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting. The Company, acting through its Board of Directors (or a duly authorized committee thereof), shall except as permitted by Section 6.1(e), (a) include in the proxy statement or information statement prepared by Proxy Statement the Company for distribution Recommendation and, subject to stockholders the consent of the Company in advance Financial Advisor, the written opinion of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation Financial Advisor, dated as of the Board referred date hereof, as to in Section 1.2 hereof; and the fairness of the Per Share Merger Consideration from a financial point of view and (iiib) use its reasonable best efforts to obtain the Company Requisite Vote; provided that the Board of Directors (Aor a duly authorized committee thereof) obtain and furnish the information required may make a Change of Recommendation in accordance with Section 6.1(e) and, following such Change of Recommendation, may fail to be included by it (i) include in the Proxy Statement andthe Recommendation or (ii) use such reasonable best efforts. The Company shall, after consultation with upon reasonable request by Parent, respond promptly to any comments made by the SEC keep Parent informed with respect to proxy solicitation results. Notwithstanding anything to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of contrary contained in this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will voteAgreement, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action not be required to cause hold the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLStockholders Meeting if this Agreement is terminated.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board The Company shall, in accordance with applicable Lawsas promptly as reasonably practicable, its Certificate of Incorporation and its Bylaws, as soon as practicable following submit this Agreement for the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting approval of its stockholders as soon as practicable following the consummation at a meeting of the Offer for the purpose of considering and taking action upon this Agreement stockholders (the "Company Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) and shall use its reasonable best efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of stockholder approval and adoption of this Agreement and the transactions contemplated herebyMerger including filing with the SEC preliminary proxy materials relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the Merger and this Agreement (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Such meeting of stockholders shall be held as soon as practicable following the date hereof. (b) Notwithstanding Section 2.5(aSubject to the fiduciary duties of the Board of Directors of the Company, as described in the following proviso, the Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company in favor of approval of the Merger and this Agreement; provided, however, that the Board of Directors of the Company may, at any time prior to the date of the Company Stockholders' Meeting, withdraw, modify or change any such recommendation to the extent that the Board of Directors of the Company determines in good faith after consultation with independent legal counsel that the failure to so withdraw, modify or change its recommendation could cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable law. (c) The information supplied by Fiat and/or New Holland for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto), if Parent and Sub and their affiliates shall collectively own, following consummation is first mailed to the stockholders of the Offer, at least 90 percent Company and (ii) the time of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company to consider the Merger and this Agreement, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the date of the Company Stockholders' Meeting, any event or circumstance relating to New Holland, or its officers or directors, is discovered by Fiat or New Holland that should be set forth in an amendment or a supplement to the Proxy Statement, Fiat or New Holland, as the case may be, shall promptly inform the Company. All documents that Fiat or New Holland, as the case may be, is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the Exchange Act. (d) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement(or any amendment thereof or supplement thereto), is first mailed to the stockholders of the Company and (ii) the time of the meeting of stockholders of the Company to consider the Merger and this Agreement, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the date of the Company Stockholders' Meeting, any event or circumstance relating to the Company or any subsidiary of the Company, or their respective officers or directors, is discovered by the Company that should be set forth in accordance an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Fiat. All documents that the Company is responsible for filing with Section 253 the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCLExchange Act.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the The Company, acting through (or upon authorization by) the Board of Directors of the Company, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following subject to the consummation requirements of the Offer:Company’s Constituent Documents and applicable Law and subject to Section 1.2(b): (i) (A) as promptly as practicable after the date hereof, duly callset a record date for, call and give notice of, convene and hold of a special meeting of its stockholders as soon as practicable following (the consummation of the Offer “Special Meeting”) for the purpose of considering and taking action upon this Agreement Agreement, and (B) as promptly as practicable after the "Stockholders' date hereof convene and hold the Special Meeting"); (ii) subject cause the definitive Proxy Statement to be mailed to its fiduciary duties under applicable Laws stockholders as promptly as possible after consultation with independent counsel, include in the date that the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereofstatement; and (iii) use its reasonable best efforts to secure any approval in favor of the approval and adoption of the Agreement by the stockholders of the Company that is required by the Company’s Constituent Documents and the DGCL and any other applicable Law to effect the Merger. (Ab) obtain and furnish The Company shall not postpone or adjourn the information Special Meeting except that, after receiving the written consent of the Parent, the Company shall adjourn or postpone the Special Meeting to the extent legally necessary to ensure that any required supplement or amendment to be included by it the Proxy Statement is provided to the Company’s stockholders or, if as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement andStatement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting. After the Acceptance Time, after consultation with Parent, respond the Company shall prepare and distribute as promptly to as practicable any comments made by the SEC with respect such required supplement or amendment to the Proxy Statement and following any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation such adjournment or postponement of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide Special Meeting, the Company with shall take all action necessary to reconvene the information concerning Special Meeting as promptly as practicable after such adjournment or postponement. (c) At the Special Meeting or any postponement or adjournment thereof, Parent and Sub required to be included in the Proxy Statement and will shall vote, or cause to be voted, all of the Shares then owned by it it, Purchaser or its Subsidiaries any of their respective affiliates in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)deliver or provide, if Parent and Sub and their affiliates shall collectively own, following consummation in its capacity as a stockholder of the OfferCompany or otherwise, at least 90 percent of any other approvals that are required by the outstanding Shares, each of Parent, Sub DGCL and any other applicable Law to effect the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCLMerger.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board The Company shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation date of the Offer: (i) this Agreement, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Stockholders Meeting") for the purpose of considering, as soon as practicable following seven separate proposals, (i) the adoption of this Agreement; (ii) the approval of an amendment to the Restated Certificate of Incorporation of the Company to eliminate the ability of stockholders to act by written consent (the "Written Consent Proposal"); (iii) the approval of an amendment to the Restated Certificate of Incorporation of the Company to divide the Board of Directors into three Term of Office Classes (the "Staggered Board Proposal"); (iv) the approval of an amendment to the Restated Certificate of Incorporation of the Company eliminating the ability of the Surviving Corporation's stockholders to call a special meeting of the stockholders (the "Special Meeting Proposal"); (v) the approval of an amendment to the Restated Certificate of Incorporation of the Company requiring a supermajority vote of the Company's stockholders entitled to vote thereon to amend certain provisions of the Surviving Corporation's Certificate of Incorporation (the "Supermajority Voting Proposal"), (vi) the ratification of the adoption of a stockholder rights plan to become effective upon the consummation of the Offer for the purpose of considering and taking action upon this Agreement Distribution (the "Stockholders' MeetingStockholder Rights Plan Proposal") and (vii) the approval of an amendment to the Restated Certificate of Incorporation of the Company increasing the authorized capital stock of the Company (the "Authorized Capital Increase Proposal"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in . The Special Committee and the proxy statement or information statement prepared by Board of Directors of the Company for distribution shall recommend to the stockholders of the Company in advance of that the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of adopt this Agreement and approve each of the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement Governance Proposals and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent Stockholder Rights Proposal. The Special Committee and Sub and their affiliates shall collectively own, following consummation the Board of the Offer, at least 90 percent Directors of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary not withdraw such recommendation; provided, however, that the Special Committee or the Board of Directors may withdraw, change or modify such recommendation if it determines reasonably and appropriate action in good faith that the Special Committee or the Board of Directors will violate its fiduciary duties to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the CompanyCompany by not withdrawing, in accordance with Section 253 of the DGCLchanging or modifying such recommendations.

Stockholders Meeting. (a) If the conditions described in Paragraph 2.1 are satisfied, and if approval by the Company's stockholders is required by applicable Laws law in order to consummate the MergerMerger (or, if applicable, the CompanyReincorporation Merger and then the Merger), acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferCompany will: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Stockholders Meeting") as soon as practicable following the consummation of the Offer Expiration Date for the purpose of considering approving the principal terms of the Merger (or, if applicable, approving the principal terms of the Reincorporation Merger and taking action upon then adopting this Agreement (and approving the "Stockholders' Meeting"Merger); (ii) subject to its fiduciary duties under applicable Laws as promptly as practicable after consultation the Expiration Date, (w) file with independent counsel, include in the SEC a proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") and other proxy soliciting materials relating to the recommendation of the Board referred to in Section 1.2 hereof; and Stockholders Meeting, (iiix) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the staff of the SEC with respect to the Proxy Statement and any preliminary version thereof and or other proxy soliciting materials, (y) cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the consummation Expiration Date, and (z) in all other respects, use its best efforts to cause its stockholders to approve the principal terms of the Offer Merger (or, if applicable, to approve the principal terms of the Reincorporation Merger and (B) obtain the necessary approvals of then to adopt this Agreement and approve the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included Merger); (iii) include in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries the recommendation of the Board that the stockholders of the Company vote in favor of approval of the principal terms of the Merger (or, if applicable, approval of the principal terms of the Reincorporation Merger and then adoption of this Agreement and approval of the transactions contemplated herebyMerger), unless the Board, based upon written advice from its counsel, determines in good faith that the failure to amend or withdraw that recommendation could reasonably be expected to be a breach of the directors' fiduciary duties under applicable law. (b) Notwithstanding Section 2.5(a)If, if Parent and Sub and their affiliates shall collectively ownunder the circumstances described in Paragraph 2.12, following consummation (i) the Reincorporation Merger is required to take place before the Merger, (ii) approval by the Company's stockholders is required by applicable law in order to consummate each of the OfferReincorporation Merger and the Merger, at least 90 percent and, because of requirements of applicable law, the approval of the outstanding Shares, each of Parent, Sub and Merger by the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation stockholders of the Offer (but in no event later than ten (10) business days thereafter), without a Reincorporated Company cannot take place at the same meeting as the approval of the Reincorporation Merger by the stockholders of the Company, in accordance with Section 253 (x) the Stockholders Meeting will be held for the purpose of voting on approval of the DGCLprincipal terms of the Reincorporation Merger, and then either (y) Acquisition will execute a stockholders consent in which it adopts this Agreement and approves the Merger, or (z) a meeting of the stockholders of the Reincorporated Company's stockholders will be held for the purpose of their adopting this Agreement and approving the Merger. If adoption of this Agreement and approval of the Merger by the stockholders of the Reincorporated Company is to be effected by a stockholder's consent, the provisions of subparagraph (b) will apply to an information statement relating to the stockholders consent (if one is required) to the same extent they apply to the Proxy Statement. If adoption of this Agreement and approval of the Merger by the stockholders of the Reincorporated Company is to be effected by a vote at a stockholders meeting, the provisions of subparagraph (b) will apply to a proxy statement and other proxy soliciting materials relating to that stockholders meeting to the same extent they relate to the proxy statement and other proxy soliciting materials relating to the Stockholders Meeting.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board The Company shall, in accordance with applicable Laws, law and its Amended and Restated Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) By-laws duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, the "Company Special Meeting") of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering approving and taking action upon adopting the agreement of merger (as such term is used in Section 251 of the DGCL) set forth in this Agreement Agreement, approving the Merger and approving the Charter Amendment, in each case by the holders of a majority of the outstanding shares of Company Common Stock (with the holders of Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the holders of a majority of the outstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes (the "Stockholders' MeetingCompany Stockholder Approval"); (ii) subject . The Company agrees to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to cause the Company Special Meeting to occur within seventy-five (A75) obtain and furnish days after the information required date on which the Registration Statement becomes effective, but not earlier than twenty (20) business days after the date the Proxy Statement is first mailed to be included by it stockholders. The Company shall include in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to recommendation of its Board of Directors ("Company Board Recommendation") that its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries vote in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)Company Stockholder Approval, if Parent and Sub and their affiliates shall collectively own, following consummation subject to the duties of the Offer, at least 90 percent Board of Directors of the outstanding SharesCompany to make any further disclosure to the stockholders (which shall not, each unless expressly stated, constitute a withdrawal or adverse modification of Parentsuch recommendation) and subject to the right to withdraw, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, modify or change such recommendation in accordance with Section 253 5.10 of this Agreement. If the Board of Directors of the DGCLCompany withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing, the Company shall nevertheless remain obligated to call, give notice of, convene and hold the Company Special Meeting.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the CompanyThe Company and Properties, acting through the Board its respective board of directors, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the OfferLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the consummation of same may be postponed or adjourned and reconvened, with respect to each La Quinta Entity, its “Special Meeting” and, together, the Offer “Special Meetings”) for the purpose of considering obtaining the Requisite Company Vote (in the case of the Company) and taking action upon the Requisite Properties Vote (in the case of Properties), and each of the Company and Properties shall use its reasonable best efforts to hold the Special Meetings as soon as reasonably practicable after the date of this Agreement (Agreement, with the "Stockholders' Meeting")Special Meeting of Properties to be held immediately following the Special Meeting of the Company; (ii) subject to its fiduciary duties under applicable Laws as promptly as reasonably practicable after consultation with independent counselthe date of this Agreement, include in the proxy statement or Company and Properties shall prepare a draft of a preliminary proxy/information statement prepared by relating to this Agreement and the Mergers; the Company for distribution and Properties shall provide Parent with a reasonable opportunity to stockholders review and comment on such draft; and once such draft is in a form reasonably acceptable to each of Parent, the Company in advance of and Properties, the Stockholders' Meeting in accordance Company and Properties shall file such preliminary proxy/information statement with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; andSEC; (iii) use its reasonable best efforts to (A) obtain and furnish the information required to be included by it the SEC in a definitive proxy/information statement (the Proxy Statement “Proxy/Information Statement”) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy/information statement and cause the Proxy Proxy/Information Statement to be mailed to its their respective stockholders as promptly as reasonably practicable following clearance from the consummation of the Offer SEC, and (B) obtain the necessary approvals adoption of this Agreement by its stockholders; and (iv) include in the Proxy/Information Statement the Board Recommendations unless the Board Recommendations have been withdrawn, modified or amended in accordance with Section 7.5(e). (b) Unless this Agreement shall have been terminated in accordance with Section 9.1, (i) the Company shall hold its Special Meeting regardless of whether the Company Board has withdrawn, modified or amended the Company Board Recommendation, and (ii) provided the stockholders of the Company shall have adopted this Agreement and the Company Merger by the Requisite Company Vote at the Company Special Meeting, Properties shall hold its Special Meeting regardless of whether the Properties Board has withdrawn, modified or amended the Properties Board Recommendation. (c) Unless this Agreement has been terminated in accordance with its terms, at any meeting of the stockholders of Properties (whether annual or special and whether or not an adjourned or postponed meeting) including the Special Meeting of Properties, however called, when such a meeting is held, the Company shall (i) appear at such meeting or otherwise cause the Properties Class A Common Stock to be counted as present thereat for the purpose of establishing a quorum, (ii) vote (or cause to be voted) in person or by proxy all of its shares of Properties Class A Common Stock in favor of the adoption of this Agreement and the Properties Merger; provided that, prior to the meeting at which such vote is taken, the stockholders of the Company shall have adopted this Agreement and the Company Merger by the Requisite Company Vote and (iii) vote (or cause to be voted) all of its stockholdersshares of Properties Class A Common Stock against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets, or other business combination between Properties and any other person (other than the Properties Merger) and (B) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Properties Merger or any of the transactions contemplated hereby in any material respect, or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Properties under this Agreement. Parent will provide The Company hereby constitutes, and appoints, Parent, the Company with the information concerning President of Parent and Sub required the Secretary of Parent, in their respective capacities as officers of Parent, and any other designee of Parent, and each of them individually, the Company’s irrevocable (until the earlier of (i) the Effective Time and (ii) the date of termination of this Agreement in accordance with its terms (such earlier date, the “Proxy Termination Date”)) proxy and attorney-in-fact (with full power of substitution and resubstitution) to be included in the Proxy Statement and will vote, vote or cause to be voted, all Shares as indicated and subject to the conditions set forth in this Section 7.1(c), the shares of Properties Class A Common Stock owned by it the Company. The Company intends this proxy to be irrevocable (until the Proxy Termination Date) and coupled with an interest and will take such further action or its Subsidiaries in favor of approval and adoption execute such other instruments as may be necessary to effectuate the intent of this Agreement proxy, hereby revokes any proxy previously granted by the Company with respect to the shares of Properties Class A Common Stock and will not grant any subsequent proxy or power of attorney with respect to such shares prior to the transactions contemplated herebyProxy Termination Date. (bd) Notwithstanding Section 2.5(a)The Company and Properties shall promptly (A) notify Parent upon the receipt of any comments or requests made by the SEC and (B) provide Parent with copies of all correspondence between any La Quinta Entity and its Representatives, if on the one hand, and the SEC and its staff, on the other hand. Parent, Company MergerCo and Properties MergerCo shall provide to the Company and Properties any information for inclusion in the Proxy/Information Statement which may be required under applicable Law and which is reasonably requested by any La Quinta Entity. If at any time prior to either Special Meeting, any information relating to the La Quinta Entities, Parent and Sub and or any of their affiliates respective affiliates, officers or directors, should be discovered by the Company, Properties or Parent which should be set forth in an amendment or supplement to the Proxy/Information Statement, so that the Proxy/Information Statement shall collectively ownnot contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, following consummation in light of the Offercircumstances under which they are made, at least 90 percent of not misleading, the outstanding Sharesparty which discovers such information shall promptly notify the other parties, each of Parentand an appropriate amendment or supplement describing such information shall be filed with the SEC and, Sub and to the Company shall take all necessary and appropriate action extent required by applicable Law, be disseminated to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the CompanyCompany and Properties. Notwithstanding anything to the contrary stated above, prior to responding to any comments or requests of the SEC or the filing or mailing of the Proxy/Information Statement (or any amendment or supplement thereto), the La Quinta Entities (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy/Information Statement and related correspondence and filings and (y) subject to applicable Law, shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent. (e) The Company and Properties jointly and severally hereby represent and warrant that (x) the information supplied or to be supplied by them for inclusion or incorporation by reference in (i) the Proxy/Information Statement, (ii) the Offer Documents or (iii) the Other Filings, will, at the respective times filed with the SEC or other Governmental Entity and, in accordance with Section 253 addition, in the case of the DGCLProxy/Information Statement and Offer Documents, as of the date it, they or any respective amendment or supplement thereto is mailed to stockholders and at the time of the Special Meetings, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (y) the Proxy/Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company and Properties make no representation, warranty or covenant with respect to information concerning Parent, Company MergerCo or Properties MergerCo included in the Proxy/Information Statement, the Offer Documents or the Other Filings or information supplied by Parent, Company MergerCo or Properties MergerCo for inclusion in the Proxy/Information Statement, the Offer Documents or the Other Filings. (f) Parent, Company MergerCo and Properties MergerCo jointly and severally hereby represent and warrant that the information supplied or to be supplied by Parent, Company MergerCo or Properties MergerCo for inclusion in (i) the Proxy/Information Statement, (ii) the Offer Documents or (iii) the Other Filings, will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of the Proxy/Information Statement and the Offer Documents, as of the date it, they or any respective amendment or supplement thereto is mailed to stockholders and at the time of the Special Meetings, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent, Company MergerCo and Properties MergerCo make no representation, warranty or covenant with respect to information concerning the Company or Properties included in the Proxy/Information Statement, the Offer Documents or the Other Filings or information supplied by the Company or Properties for inclusion in the Proxy/Information Statement, the Offer Documents or the Other Filings.

Stockholders Meeting. (a) If a Company stockholder vote is required by applicable Laws under the DGCL in order to consummate effect the Merger, then promptly after consummation of the Company, acting through Offer the Board shall, Company shall take all actions in 17 21 accordance with applicable Laws, the DGCL and its Restated Certificate of Incorporation and its Bylaws, as soon as practicable following by-laws to convene the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Company Stockholders' Meeting"); (ii) subject Meeting for purposes of adopting this Agreement. Unless the Board of Directors by majority vote determines in good faith, based on the advice of outside legal counsel that to its do so would constitute a breach of fiduciary duties under applicable Laws after consultation with independent counsel, include in duty to the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company under applicable law, the Company shall (A) include in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") Statement the recommendation of the Board referred that stockholders of the Company vote in favor of adoption and approval of this Agreement and the Merger and the written opinion of Willxxx Xxxxx & Xompany, L.L.C. that the consideration to in Section 1.2 hereof; and be received by the holders of Shares of the Company pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders and (iiiB) use its reasonable best efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals approval of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and agrees that it will vote, or cause to be voted, at the Company Stockholders' Meeting all Shares then owned by it or its Subsidiaries Purchaser or any of Parent's other subsidiaries and Affiliates in favor of approval the Merger and the adoption of this Agreement and the transactions contemplated herebyAgreement. (b) Notwithstanding Section 2.5(a)the foregoing, if Parent and Sub and their affiliates in the event that Purchaser shall collectively own, following consummation acquire at least 90% of the Offer, at least 90 percent of the then-outstanding Shares, each the parties hereto agree, at the request of ParentPurchaser, Sub and the Company shall subject to Article 7, to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable Laws in order Providian shall duly take all lawful action to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon promptly as practicable following the consummation of date upon which the Offer S-4 becomes effective (the “Providian Stockholders Meeting”) for the purpose of considering and taking action upon this Agreement (obtaining the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders required vote of the Company in advance holders of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC Providian Common Stock with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of transactions contemplated by this Agreement and and, subject to Section 7.3(b), shall take all lawful action to solicit the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement by such stockholders. The Board of Directors of Providian shall recommend adoption of this Agreement by the stockholders of Providian and shall not (x) withdraw, modify or qualify in any manner adverse to Washington Mutual such recommendation or (y) take any other action or make any other public statement in connection with the Providian Stockholders Meeting inconsistent with such recommendation (collectively, a “Change in Providian Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Providian Recommendation, this Agreement shall be submitted to the stockholders of Providian at the Providian Stockholders Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve Providian of such obligation. In addition to the foregoing, Providian shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. As used in this Agreement, “Acquisition Proposal” shall mean any proposal for a merger, consolidation or other business combination involving Providian or otherwise involving 15% or more of the fair market value of the business of Providian and its Subsidiaries, taken as a whole, or any proposal or offer to acquire in any manner (including by tender or exchange offer, open market purchase, issuance by Providian or otherwise) more than 15% of the voting power in, or more than 15% of the fair market value of the business, assets or deposits of, Providian and its Subsidiaries, taken as a whole, other than the transactions contemplated herebyby this Agreement and other than securitization and conduit financing transactions in the ordinary course of business consistent with past practice. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Stockholders Meeting. (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly The Company shall call, give notice of, hold and convene and hold a special meeting of its stockholders to consider the adoption of this Agreement, to be held as soon promptly as reasonably practicable following after the consummation date hereof. Subject to an Adverse Recommendation Change expressly permitted pursuant to Section 4.2(c) or this Section 5.3, (i) the Board shall recommend that the stockholders of the Offer for Company vote in favor of the purpose adoption of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii“Company Recommendation”) subject at the Company’s stockholders’ meeting and the Board shall use its reasonable best efforts to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to solicit from stockholders of the Company proxies in advance favor of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act adoption of this Agreement and (the "Proxy Statement"ii) the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement andshall include a statement to the effect that the Board has recommended that the Company’s stockholders vote in favor of adoption of this Agreement at the Company’s stockholders’ meeting. The Board shall not (i) withhold, withdraw, modify or qualify (or publicly propose to withdraw, modify or qualify) in any manner adverse to Parent the Company Recommendation or (ii) adopt, approve or recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (any action described in clauses (i) or (ii) being referred to herein as a “Adverse Recommendation Change”); provided that, at any time prior to obtaining the Requisite Stockholder Vote, the Board may make an Adverse Recommendation Change only if the Board determines in good faith, after consultation with Parentits outside legal advisors, respond promptly that (A) the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under Delaware law and (B) if such Adverse Recommendation Change is made in response to an Acquisition Proposal, the Company has complied with Section 4.2(c); provided that no Adverse Recommendation Change may be made in response to an Acquisition Proposal and the Company may not terminate this Agreement pursuant to Section 7.1(d) unless the Board determines that such Acquisition Proposal constitutes a Superior Proposal. In any comments made by case in which the SEC with respect Company makes an Adverse Recommendation Change pursuant to Section 4.2, unless this Agreement is terminated, (1) the Company shall nevertheless submit this Agreement to a vote of its stockholders and (2) the Proxy Statement and any preliminary version thereof and cause all accompanying materials (including the Proxy Statement proxy card (which shall provide that signed proxies which do not specify the manner in which the shares of Company Common Stock subject thereto are to be mailed voted shall be voted “FOR” adopting this Agreement), the “Proxy Materials”)) shall be identical in form and content to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger Proxy Materials that would have been prepared by its stockholders. Parent will provide the Company with had no Adverse Recommendation Change been made, except for appropriate changes to the information concerning Parent and Sub required to be included disclosure in the Proxy Statement and will votestating that such Adverse Recommendation Change has been made. If the Company has complied with its obligations pursuant to Section 4.2, the Company may adjourn or cause postpone the Company’s stockholders’ meeting to be voted, all Shares owned by it the extent necessary to ensure that any required supplement or its Subsidiaries in favor of approval and adoption of this Agreement and amendment to the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a)Proxy Statement is provided to the Company’s stockholders or, if Parent and Sub and their affiliates shall collectively own, following consummation as of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of time for which the Company’s stockholders’ meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting; provided, however, that no adjournment may be to a date on or after three Business Days prior to the date set forth in accordance with Section 253 of the DGCL7.1(b)(ii).

Stockholders Meeting. (a) If As soon as practicable following the acceptance for payment of and payment for Shares by Purchaser in the Offer, if required by applicable Laws in order law to consummate the Merger, the Company, acting through Company shall with the Board shallcooperation of Parent take all action necessary, in accordance with the General Corporation Law of the State of Delaware, the Exchange Act and other applicable Laws, its Certificate of Incorporation law and its Bylaws, as soon as practicable following the consummation certificate of the Offer: (i) duly call, give notice of, convene incorporation and hold by-laws to call a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Stockholders Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in for the proxy statement or information statement prepared by purposes of voting upon the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. hereby as soon as practicable after 10 days have elapsed after the filing of a preliminary proxy statement (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of unless the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and SEC notifies the Company shall take all necessary and appropriate action of its intention to cause provide comments on the Merger to become effectiveproxy statement, in which case as soon as practicable after the consummation SEC notifies the Company that it is satisfied with the modifications made to the proxy statement made in response to such comments and that it has no additional comments), provided, that the Company may, in lieu of holding such a meeting, obtain such approval by written consent of stockholders in accordance with the requirements of the Offer (but in no event later than ten (10) business days thereafter), without a meeting General Corporation Law of stockholders the State of Delaware. Unless otherwise required by the applicable fiduciary duties of the directors of the Company, as determined by such directors in accordance good faith, after consultation with and based upon the advice of outside legal counsel, as contemplated by Section 253 7.8, the Company, if required by law to consummate the Merger, shall solicit from its stockholders proxies in favor of approval of this Agreement and the transactions contemplated thereby (unless such approval was obtained on a written consent in lieu of a meeting), and shall take all other reasonable action necessary or advisable to secure the vote or consent of stockholders in favor of such approval. (b) At the Stockholders Meeting, Parent and Purchaser shall cause all of the DGCLShares owned by them to be voted in favor of the adoption of this Agreement and the approval of the transactions contemplated thereby.

Stockholders Meeting. (a) If required by applicable Laws in In order to consummate the Merger, the Company, acting through the Board Company Board, shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offerlaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the consummation of the Offer date hereof for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting")Agreement; (ii) subject to its fiduciary duties under applicable Laws after consultation prepare and file with independent counsel, include in the SEC a preliminary proxy statement or information statement prepared by the Company for distribution relating to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) this Agreement, and use its reasonable efforts to (A) to obtain and furnish the information required to be included by it the SEC in a definitive proxy statement (the "Proxy Statement Statement") and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof proxy statement and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) to obtain the necessary approvals of the Merger and this Agreement and the Merger by its stockholders. Parent will provide ; and (iii) subject to the Company with the information concerning Parent and Sub required to be included terms of Section 6.10, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the adoption and approval of this Agreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it it, the Purchaser or any of its Subsidiaries other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and the transactions contemplated herebyAgreement. (bc) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the The Company shall take all necessary prepare and appropriate action file with the SEC the preliminary proxy statement referred to cause the Merger to become effective, in Section 2.10(a)(ii) as soon as practicable after the consummation date hereof, and if the Minimum Condition has not been satisfied on or prior to the initial Expiration Date (prior to any extension of the Offer (but in no event later than ten (10) business days thereafterOffer), without a meeting the Company shall, as soon as practicable following such initial Expiration Date, mail the Proxy Statement to its stockholders for the purpose of stockholders obtaining the necessary approvals of the CompanyMerger and this Agreement, in accordance with Section 253 of unless the DGCLMinimum Condition is satisfied subsequent to such initial Expiration Date and prior to the earliest practicable date upon which the Company can mail the Proxy Statement.

Stockholders Meeting. Prior to voting the Shares with respect to any resolution or election which comes before any Company Stockholders Meeting, a meeting of the Stockholders for the purpose of directing the manner in which the Shares shall be voted (aa “Stockholders Meeting”) If required shall be held no earlier than forty-eight (48) hours after the receipt by applicable Laws each of the Stockholders of a Stockholder Meeting Notice (defined below) and no later than the day preceding a Company Stockholders Meeting. The Stockholders hereby appoint the Proxy referenced in order to consummate the MergerSection 2.C hereof, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylawssuch Proxy accepts such appointment, as soon as practicable following the consummation Stockholder responsible for giving written notice of the Offereach Stockholders Meeting (“Stockholder Meeting Notice”) to all Stockholders within seven (7) days after such Proxy receives notice of a Company Stockholders Meeting, which Stockholder Meeting Notice shall include: (i) duly call, give The matters to be submitted to the vote of the stockholders of the Company and the date on which such matter is to be submitted to the vote of the stockholders of Company or a reference to a particular notice of, convene and hold of a special meeting of Company Stockholders Meeting otherwise sent by the Company to its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting");received by all Stockholders hereunder; and (ii) subject The place (unless such meeting is to its fiduciary duties under applicable Laws after consultation with independent counselbe held among all of the Stockholders participating solely by conference telephone or similar communications equipment), include day, and hour of the Stockholders Meeting to direct the manner in which the proxy statement or information statement prepared Shares shall be voted. The place of any such meeting shall be selected by the Company for distribution to stockholders of the Company Proxy referenced in advance Section 2.C hereof, provided, however, that such place shall be within Maricopa County, Arizona and, provided further, that an “absolute majority of the Stockholders' ” may agree that such meeting shall be held elsewhere. Any Stockholder who desires to participate in any such meeting by conference telephone or similar communications equipment must give written notice, which notice must be received by the Proxy referenced in Section 2.C hereof no later than twenty-four (24) hours prior to such meeting, stating such desire and a telephone number at which such Stockholder can be reached on the day and hour of such meeting. If the meeting is to be held solely by means of conference telephone or similar communications equipment, the Stockholders Meeting Notice shall also describe the procedure pursuant to which the meeting shall be held and the method by which each Stockholder may participate therein. The term “absolute majority of the Stockholders” shall mean for purposes of this Agreement the Stockholders holding greater than fifty percent (50%) of all Shares held by all Stockholders pursuant to this Agreement, or if any such Shares are entitled to more or less than one vote per Share in any matter to be voted on at a Company Stockholders Meeting, that for purposes of any vote taken hereunder with respect to such matter, upon the express written consent of the Stockholders holding greater than fifty percent (50%) of the votes held by all Stockholders pursuant to this Agreement. The obligation of the Proxy referenced in Section 2.C hereof to give notice to all Stockholders under this Section 2.B may be delegated by such Proxy to any other person. The provisions of this Section 2.B shall not apply when action is taken on any matter to be voted on at a Company Stockholders Meeting by written consent in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation third to last sentence of the Board referred to in Section 1.2 2.A hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.