Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. The Company covenants that, promptly following the Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. (a) The Company covenants thatshall call, promptly following the Closing Date, the Company shall take all corporate action necessary to call hold and convene a meeting of its stockholders (to consider the “Stockholders’ Meeting”)adoption of this Agreement, which shall occur not later than September 30, 2024, for to be held as promptly as reasonably practicable after the purpose mailing of seeking approval of the Proxy Statement/Prospectus to the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to stockholders. Except as permitted by Section 2(c) thereof. In connection therewith6.3, the Company will file with the Commission proxy materials (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, Board 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in connection with favor of the Stockholders’ Meetingadoption of this Agreement, and the Proxy Statement Statement/Prospectus shall not, on include a statement to the date effect that the Proxy Statement 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 any amendment thereof or supplement theretopostpone the Company Stockholders Meeting (A) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact extent necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend /Prospectus is provided to the Company’s stockholders 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 Company Stockholder Approval; provided, however, that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Company Stockholders Meeting and take all commercially reasonable action shall not be adjourned or postponed (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standingx) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three date that is more than thirty (330) months thereafter to seek shareholder approval until days after the date that stockholder approval is obtained for which the meeting was previously scheduled without Parent’s prior written consent or (y) to a date on or after two (2) Business Days prior to the “Stockholder Approval End Date”).

Stockholders Meeting. The Company covenants that, promptly (a) As soon as reasonably practicable following the Closing Datedate of this Agreement, the Company Company, acting through its Board of Directors, shall (i) take all corporate action necessary to call duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of adopting this Agreement (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30, 2024, for (ii) include in the purpose Proxy Statement that the Board of seeking approval Directors of the Company’s stockholders Company (“Stockholder Approval”x) with respect to has approved, and declared advisable this Agreement, (y) determined that the issuance terms of this Agreement are fair to, and in the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewithbest interests of, the Company will file with the Commission proxy materials and its stockholders and (including a proxy statement and form of proxyz) 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 recommends that the stockholders of the CompanyCompany adopt this Agreement and approve the Merger at such meeting (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1(a)) and, subject to the consent of any Financial Advisor, the written opinion of any Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and (iii) use its reasonable best efforts to obtain the Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with this Section 6.1(a)). The Company will comply 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) of this Section 14(a6.1(a) (any such action being referred to as a “Change of Recommendation”) it being understood that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy shall not be deemed to be sent a Change of Recommendation); provided, that, notwithstanding anything herein to the stockholders of the Company in connection with the Stockholders’ Meetingcontrary, 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to obtaining the Stockholders’ MeetingCompany Requisite Vote, any event the Board of Directors of the Company may, in response to a material development or change in circumstances occurring or arising after the date 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 Company or Board of Directors shall have determined in good faith, after consultation with, and taking into account the Subsidiary or any of their respective affiliatesadvice of, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition outside counsel to the Company’s obligations under the Exchange Act, that, in light of such Intervening Event, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor failure of the proposals for Stockholder Approval at the Stockholders’ Meeting Board of Directors to effect a Change of Recommendation would result in a breach of its fiduciary duties under applicable Law and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standingii) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval has provided Parent with at the Stockholdersleast three business days’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)prior written notice of such Change of Recommendation.

Stockholders Meeting. The Company covenants thatshall, as promptly as reasonably practicable following the Closing Datedate of this Agreement, establish a record date for, duly call, give notice of, convene and hold the Stockholders’ Meeting. At such Stockholders’ Meeting, unless the Board of Directors of the Company has made a Permitted Change of Recommendation in compliance with Section 6.6, the Company shall take all corporate action necessary recommend to call a meeting of its stockholders the adoption of this Agreement and approval of the Merger and the Related Transactions (the “Company Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, prior to the termination of this Agreement, the obligation of the Company to call, give notice of, convene and hold the Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval Meeting and to hold a vote of the Company’s stockholders (“Stockholder Approval”) with respect to on the issuance adoption of this Agreement and the approval of the Warrant Shares issuable upon Merger and 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 (including a proxy statement and form of proxy) for use FFELP Transaction at the Stockholders’ Meeting andshall not be limited or otherwise affected by the commencement, after receiving and promptly responding disclosure, announcement or submission to it of any comments Competing Proposal (whether or not a Superior Proposal), or by a Change of Recommendation. In any case in which the Commission thereonCompany makes a Change of Recommendation, (a) the Company shall as soon as reasonably practicable mail such proxy materials to nevertheless submit this Agreement, the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act Merger and the rules promulgated thereunder in relation FFELP Transaction to a vote of its stockholders and (b) the Proxy Statement and any and all accompanying materials (including the proxy statement (as amended or supplementedcard, the “Proxy StatementMaterials”) shall be identical in form and any form content to Proxy Materials that would have been prepared by the Company had no Change of proxy to be sent Recommendation been made, except for appropriate changes to the stockholders of the Company disclosure in connection with the Stockholders’ Meeting, and the Proxy Statement shall notstating that such Change of Recommendation has been made and, 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’ Meetingif applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect describing matters relating to the solicitation Superior Proposal or other event giving rise to the Change of proxies or Recommendation to the Stockholders’ Meeting which has become false or misleadingextent required by applicable Law. If the The Company should discover at any time agrees that, prior to the Stockholders’ Meetingtermination of this Agreement, any event relating it shall not submit to the Company vote of its stockholders any Competing Proposal (whether or the Subsidiary not a Superior Proposal) or any of their respective affiliates, officers or directors that is required propose to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)do so.

Stockholders Meeting. The Company covenants that, promptly following the Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”a) with respect to the issuance of the Warrant Shares issuable upon 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 (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 following the stockholders of date on which the Company. The Company will comply with Section 14(a) of S-4 Registration Statement is declared effective under the Exchange Securities Act and the rules promulgated thereunder in relation to any proxy statement (as amended SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or supplemented, that the “Company may commence mailing the Prospectus/Proxy Statement”) , duly call and any form give notice of, and commence mailing of proxy to be sent the Prospectus/Proxy Statement to the stockholders 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 connection with any event within 35 calendar days) following the Stockholders’ commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (a) above, convene and hold the Company Stockholders Meeting, and (c) unless there has been an Adverse Recommendation Change permitted by and in accordance with Section 6.2(f), use its reasonable best efforts to solicit proxies from the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company stockholders or at the time in favor of the Stockholders’ Meetingadoption of this Agreement and take all other actions necessary or advisable to secure the Requisite Company Vote; notwithstanding this Section 6.4, contain any untrue statement of the Company may adjourn or postpone the Company Stockholders Meeting to a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect later date to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If extent the Company should discover at believes in good faith, after consultation with Parent, that such adjournment or postponement is reasonably necessary (i) to ensure that any time prior to the 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 set forth in a supplement or amendment to the Prospectus/Proxy Statement, in addition Statement is provided to the Company’s obligations under holders of Company Shares within a reasonable amount of time in advance of the Exchange ActCompany Stockholders Meeting, (ii) 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 to conduct the business of the Company Stockholders Meeting, or (iv) otherwise where required to comply with applicable Law. Subject to Section 6.2, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor adoption of the proposals for Stockholder Approval Agreement at the Stockholders’ Company Stockholders Meeting and, unless there has been an Adverse Recommendation Change permitted by and in accordance with Section 6.2(f), shall include the Company Recommendation in the Prospectus/Proxy Statement and take all commercially reasonable lawful action (includingnecessary, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) proper or advisable on its part to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)such adoption.

Stockholders Meeting. The Company covenants that, (a) As promptly following as practicable (and in any event within 15 business days) after the Closing Datedate hereof, the Company shall take all corporate action necessary to call a meeting of its stockholders prepare and file with the Securities and Exchange Commission (the “Stockholders’ MeetingSEC”), which shall occur not later than September 30, 2024, ) a proxy for the purpose of seeking approval of the Company’s stockholders Special Meeting (“Stockholder Approval”) together with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewith, the Company will file with the Commission any amendments thereof or supplements thereto and any other required proxy materials (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 supplementedmaterials, the “Proxy Statement”) relating to the Merger and this Agreement; provided, that, except for such portions as may relate to a Competing Proposal, Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement and any form amendment or supplement thereto before it is filed with the SEC and the Company shall consider in good faith all reasonable changes suggested by Parent in connection therewith. Unless there is a Change of proxy to be sent to Recommendation in accordance with Section 5.2(c), the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals adoption of this Agreement in accordance with the DGCL. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement. Except for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of such portions as may relate to a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ MeetingCompeting Proposal, the Company shall call provide Parent, Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Except for such portions as may relate to a meeting every three Competing Proposal, Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall consider in good faith all reasonable changes suggested by Parent in connection therewith. The Company, on the one hand, and Parent and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Laws, and the Company further agrees to cause the Proxy Statement, as so corrected (3) months thereafter if applicable), to seek shareholder approval until be filed with the date that stockholder approval SEC and, if any such correction is obtained made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by the Securities Exchange Act of 1934, as amended (the “Stockholder Approval DateExchange Act”), or the SEC (or its staff). The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable.

Stockholders Meeting. The Company covenants thatshall, as promptly as reasonably practicable following the Closing Datedate on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable Law, the rules of The Nasdaq Capital Market and the Restated Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company shall take all corporate action necessary to call duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, ) for the purpose of seeking approval obtaining the Requisite Stockholder Approval. Subject to the ability of the Company’s stockholders (“Stockholder Approval”) board of directors of the Company to make an Adverse Recommendation Change in accordance with Section 6.6(c), the board of directors of the Company shall make the Company Recommendation with respect to the issuance adoption of this Agreement and the approval of the Warrant Shares issuable upon transactions contemplated hereby, including the “alternative cash exercise” Merger, and shall include such recommendation in the Proxy Statement. Parent shall vote (or cause to be voted) all shares of Company Common Stock beneficially owned by Parent or Merger Sub, if any, in favor of the Warrants pursuant to Section 2(c) thereof. In connection therewith, adoption of this Agreement and the Company will file with approval of the Commission proxy materials (including a proxy statement and form of proxy) for use Merger at the Stockholders’ Meeting and, after receiving and promptly responding to any comments the approval of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials Recapitalization if the same is submitted to the stockholders holders 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with Common Stock for approval at the Stockholders’ Meeting. Notwithstanding anything to the contrary contained in this Agreement, and the Company, after consultation with Parent, may adjourn or postpone the Stockholders’ Meeting (i) as necessary to ensure that any required supplement or amendment to the Proxy Statement shall not, on is provided to the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company’s stockholders or at the within a reasonable amount of time in advance of the Stockholders’ Meeting, contain any untrue statement (ii) if as of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or time for which the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 originally scheduled (as set forth in a supplement or amendment to the Proxy Statement, ) there are insufficient shares of Company Common Stock represented (either in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standingperson or by proxy) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval constitute a quorum necessary to conduct business at the Stockholders’ Meeting, (iii) if required by applicable Law or (iv) if in the good faith judgment of the board of directors of the Company shall call a meeting every three (3) months thereafter after consultation with legal counsel), an adjournment or postponement of the Stockholders’ Meeting would be consistent with the fiduciary duties of the members of the board of directors of the Company under applicable Law. Subject to seek shareholder the provisions of this Agreement, the Company will use reasonable best efforts to solicit from holders of Company Common Stock proxies in favor of the adoption of this Agreement and the approval until of the date that stockholder approval is obtained (transactions contemplated hereby, including the “Stockholder Approval Date”)Merger, and to take all other action necessary or advisable to secure the vote or consent of holders of Company Common stock required by the rules of The Nasdaq Capital Market or applicable Laws to obtain such approvals.

Stockholders Meeting. The Company covenants that(a) shall as promptly as reasonably practicable (and in any event within five (5) Business Days) after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, promptly following the Closing Datetake all action necessary in accordance with applicable Law, the Company shall take all corporate action necessary rules of NASDAQ and the Certificate of Incorporation and the Bylaws to call establish a meeting of its stockholders (the “record date and duly call, give notice of, convene and hold a Stockholders’ Meeting”), which shall occur not later than September 30, 2024, Meeting for the purpose of seeking approval 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 (“Stockholder Approval”b) with respect shall not postpone, recess or adjourn such meeting except pursuant to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewithimmediately following sentence; provided, the Company will file with the Commission proxy materials (including a proxy statement and form of proxy) for use at that the Stockholders’ Meeting andshall in no event be postponed, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials recessed or adjourned pursuant 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 following sentence to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, on a date that is more than 30 calendar days after 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or on which the Stockholders’ Meeting which has become false was (or misleadingwas 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). If Notwithstanding anything to the contrary set forth in this Agreement, any adjournments or postponements of such meeting shall require the prior written consent of Parent, except that (i) the Company should discover at 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 time 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, any event relating to and (ii) the Company Company, after consultation with Parent, may (or upon the Subsidiary written request of Parent, shall) adjourn or any postpone the Stockholders’ Meeting if as of their respective affiliates, officers or directors that the time for which the Stockholders’ Meeting is required to be originally scheduled (as set forth in a supplement or amendment to the Proxy Statement, ) there are either (A) insufficient shares of Company Common Stock represented (either in addition person or by proxy) to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend constitute a quorum necessary to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval conduct business at the Stockholders’ Meeting and take all commercially reasonable action or (includingB) insufficient affirmative votes to adopt this Agreement; provided, that the record date shall not be changed without limitationParent’s prior written consent. Unless the Company Board shall have effected an Adverse Recommendation Change as permitted in accordance with Section 5.6, the hiring Company shall use reasonable best efforts to obtain the Requisite Stockholder Approval including by actively soliciting proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the 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 (or a proxy solicitation firm proposed or announced intention to do so) shall not relieve the Company of nationally recognized standing) its obligation hereunder to give notice of, convene and hold the Stockholders’ Meeting or to provide Parent with such information and cooperation to permit Parent to solicit proxies to obtain the Requisite Stockholder Approval. If The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last ten (10) Business Days prior to the scheduled date of the Stockholders’ Meeting as to the aggregate tally of affirmative proxies received by the Company does with respect to the Requisite Stockholder Approval. Without the prior written consent of Parent (not obtain Stockholder Approval to be unreasonably withheld, conditioned or delayed), 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 at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. The Company covenants thatCompany, acting through its Board of Directors (or a committee thereof), shall as promptly as reasonably practicable following the Closing Datedate 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 shall take all corporate action Charter, the Company Bylaws and the applicable requirements of the NYSE necessary to call promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking (a) approving the Merger and (b) if and only if required or otherwise mutually agreed, a vote upon 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 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) 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, (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 outside 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 (“Stockholder Approval”) with respect prior to the issuance 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 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 Warrant Shares issuable upon the “alternative cash exercise” Company to recommend in favor of the Warrants pursuant to approval of the Merger if a Change of Recommendation has been effected in accordance with Section 2(c6.1(c)(i) thereof. In connection therewith, or Section 6.1(c)(ii)); provided that the Board of Directors of the Company will file with may (A) fail to include the Commission proxy materials Recommendation in the Proxy Statement, (including B) withdraw, modify, qualify, amend or change the Recommendation, (C) fail to recommend in a proxy statement 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 form agreed that, for all purposes of proxy) for use at this Agreement, a communication by the Stockholders’ Meeting and, after receiving and promptly responding to any comments Board of Directors of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials Company to the stockholders of the Company. The Company will comply in accordance with Section 14(aRule 14d-9(f) of the Exchange Act and the rules promulgated thereunder in relation to Act, or any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent similar communication to the stockholders of the Company in connection with the Stockholders’ Meetingcommencement of a tender offer or exchange offer, and the Proxy Statement shall not, on 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 date 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 Proxy Statement foregoing (any of the actions described in the foregoing clauses (A) through (D), a “Change of Recommendation”), in each case solely in accordance with the terms and conditions of Section 6.1(c)(i) or Section 6.1(c)(ii) and, following such Change of Recommendation, may fail to use such reasonable best efforts; provided, however, that, for the avoidance of doubt, none of (I) the determination by the Board of Directors of the Company that an Acquisition Proposal constitutes a Superior Proposal, (II) the taking of any action by the Company, its Board of Directors or any amendment thereof of its Representatives permitted by Section 6.1(b) or supplement thereto(III) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If delivery by the Company should discover at to Parent of any time prior to the Stockholders’ Meetingnotice contemplated by Section 6.1(c)(i) or Section 6.1(c)(ii), any event relating to in each case so long as the Company or the Subsidiary or any Board of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor Directors of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval 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 contrary herein, unless this Agreement has been terminated in accordance with its terms, the Stockholders Meeting shall be convened and the Merger shall be submitted to the stockholders of the Company at the Stockholders’ Stockholders Meeting, and nothing contained herein shall be deemed to relieve the Company shall call of such obligation, including as a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)result of a Change of Recommendation.

Stockholders Meeting. The Company covenants that, promptly following the Closing DateSubject to fiduciary obligations under applicable Law, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary to convene a meeting of holders of Shares (the “Stockholders Meeting”) as promptly as practicable after the date on which the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement to consider and vote upon the adoption of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Stockholders Meeting, but no longer than reasonably necessary, (a) with the consent of Parent; (b) for the absence of a quorum; (c) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Board of Directors of the Company or any committee thereof has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting; (d) if required by Law; or (e) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.2(c)(ii) that it intends to make a Change of Recommendation in connection with a Superior Proposal or take action pursuant to Section 8.3(a) with respect to a Superior Proposal, until a date that is two Business Days after the deadline contemplated by Section 6.2(c)(ii) with respect to such notice or subsequent notice(s) if the Acquisition Proposal is modified during such two Business Day period. Subject to Section 6.2, the Board of Directors of the Company and any committee thereof shall recommend such adoption, shall include the Company Recommendation in the Proxy Statement and shall take all corporate reasonable lawful action necessary to call a meeting solicit such adoption of its stockholders (this Agreement. Notwithstanding any Change of Recommendation, unless this Agreement is terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, holders of Shares at the Stockholders Meeting for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)adopting this Agreement.

Stockholders Meeting. The Company covenants that, promptly (a) As soon as reasonably practicable following the Closing Datedate of this Agreement, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”)prepare, which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewith, and the Company will shall file with the Commission proxy materials (including a proxy statement and form of proxy) for use at SEC, 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 CompanyProxy Statement. The Company will comply with Section 14(a) of shall cause the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy Statement to be sent mailed to the stockholders of Stockholders as promptly as practicable after clearance by the SEC. Parent shall furnish to the Company all information as may be reasonably requested by the Company in connection with the Stockholders’ Meetingpreparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement shall notwill be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, on or any of their respective Affiliates, directors or officers, should be discovered by the date that Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement (or Statement, so that such document would not include any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein therein, in light of the circumstances under which they are made, not false or misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or omit supplement describing such information shall be promptly filed with the SEC and, to state the extent required by Law, disseminated to the stockholders of the Company. The parties shall notify each other promptly of the receipt of any material fact necessary comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to correct the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between it or any statement in any earlier communication of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the solicitation of proxies Proxy Statement or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)Merger.

Stockholders Meeting. The Company covenants thatwill take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to establish a record date for, duly call, give notice of, convene a meeting of holders of Shares (the “Stockholders Meeting”) as promptly following as reasonably practicable after the Closing Datedate that the SEC staff informs the Company that it has no further comments on the preliminary Proxy Statement, to consider and vote upon the adoption of this Agreement, and the Company shall take all corporate action conduct in a timely manner a “broker search” in accordance with Rule 14a-13 of the Exchange Act in connection therewith; provided that in no event shall the Company be required to hold the Stockholders Meeting prior to the fifth business day after the earlier of (x) the Cut-Off Date and (y) the first date from and after the Go-Shop Period End Date as of which no Person qualifies as an Excluded Person. Following the distribution of the Proxy Statement pursuant to Section 6.3, the date of the Stockholders Meeting may not be adjourned or postponed, except the Stockholder Meeting may be adjourned or postponed from time to time and at any time by the Company (and shall be adjourned or postponed by the Company at the reasonable request of Parent in circumstances Table of Contents described in clauses (b) or (d)): (a) with the consent of Parent (not to be unreasonably withheld, conditioned or delayed); (b) for the absence of a quorum; (c) as the Company Board or any duly constituted committee thereof determines in good faith is required by applicable Law, including in connection with the discharge of the fiduciary duties of the Company Board to the extent necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, allow for the purpose filing or distribution of seeking approval of any supplemental or amended disclosure with respect to the transactions contemplated by this Agreement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders (“Stockholder Approval”) with respect prior to the issuance of Company Stockholders Meeting; or (d) to solicit additional proxies if the Warrant Shares issuable upon Company or Parent reasonably believes doing so may be necessary to obtain the “alternative cash exercise” of the Warrants pursuant Requisite Company Vote. Subject to Section 2(c) thereof. In connection therewith6.2 hereof, the Company will file with Board shall recommend such adoption and shall use reasonable best efforts to take customary lawful actions to solicit such adoption of this Agreement. For the Commission proxy materials (including a proxy statement and form avoidance of proxy) for use at the Stockholders’ Meeting anddoubt, 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 extent the Company Board makes a Change 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 supplementedRecommendation, the “Proxy Statement”) and any form of proxy Company nevertheless shall continue to be sent submit this Agreement to the stockholders of the Company in 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 for adoption at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary Stockholders Meeting unless this Agreement shall been terminated in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication accordance with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time its terms prior to the Stockholders’ 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. The Company covenants that, promptly following Subject to the Closing Dateother provisions of this Agreement, the Company shall (i) as promptly as reasonably practicable and in any event no later than ten (10) Business Days after the SEC confirms that it has no further comments on, or otherwise clears, the Schedule 13E-3 and the Proxy Statement, take all corporate action necessary required under the NRS and its Articles of Incorporation and the Bylaws to call duly call, give notice of, convene and hold a meeting of its stockholders promptly following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (including a proxy statement record date and form meeting date of proxy) for use at the Stockholders’ Meeting andto be determined by the Company after good faith consultation with Parent, after receiving and promptly responding (ii) subject to any comments of the Commission thereona Change in Company Recommendation in accordance with Section 6.2, shall as soon as reasonably practicable mail such proxy materials (x) recommend to the stockholders that they approve and adopt this Agreement, and shall include such recommendation in the Proxy Statement, (y) use its reasonable best efforts to solicit from its stockholders proxies in favor of the Company. The Company will comply with Section 14(a) adoption of this Agreement and approval of the Exchange Act Transactions and (z) take all other actions necessary or advisable to secure the rules promulgated thereunder in relation to any proxy statement (as amended or supplementedCompany Stockholder Approval. Upon prior written request of Parent, the “Proxy Statement”) and any form of proxy Company shall use its commercially reasonable efforts to be sent advise Parent on a current basis prior to the stockholders of the Company in 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, contain any untrue statement as to the aggregate tally of a material fact or omit to state any material fact necessary in order to make proxies received by the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication Company with respect to the solicitation of proxies or Company Stockholder Approval. Notwithstanding anything to the Stockholders’ Meeting which has become false or misleading. If contrary contained in this Agreement, the Company should discover at any time prior to may, and Parent may request in writing that the Company, adjourn or postpone the Stockholders’ Meeting, any event relating if and to the Company extent the Special Committee, determines in good faith (i) such adjournment or the Subsidiary or postponement is necessary to ensure that any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition Statement that is required by applicable Law is timely provided to the Company’s obligations under stockholders, (ii) if at the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at time the Stockholders’ Meeting and take all commercially reasonable action proceeds to business there are insufficient Shares represented (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standingeither in person or by proxy) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval constitute a quorum necessary or advisable to conduct business at the Stockholders’ Meeting, or (iii) additional time is required to solicit proxies in favor of the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)adoption of this Agreement.

Stockholders Meeting. The Company covenants that(a) Subject to Section 6.2, promptly following the Closing Date, time the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur SEC indicates it will not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) review or have any further comments with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement theretoif no communication is received from the SEC indicating it intends to review, as soon as permitted by applicable Law), Seller will take all actions necessary in accordance with applicable Law, Seller’s organizational documents and the rules of Nasdaq to duly call, give notice of, convene and hold the Stockholders’ Meeting as promptly as practicable following the twentieth (20th) is first mailed Business Day following mailing of the Proxy Statement to stockholders or Seller stockholders, but in no event later than the thirtieth (30) Business Day following such mailing of the Proxy Statement. Seller shall provide Buyer with notice of the Stockholder’s Meeting as promptly as practicable. Notwithstanding anything to the contrary contained in this Agreement, Seller may, in consultation with Buyer, and shall, at the written request of Buyer, adjourn or postpone the Stockholders’ Meeting (i) to the extent required by applicable Law or if, after consultation with Buyer, Seller determines such adjournment or postponement necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of Seller within a reasonable amount of time in advance of the Stockholders’ Meeting if such disclosure is determined by Seller in good faith after consultation with outside counsel to be required to be provided to the stockholders of Seller, (ii) 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 Seller common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit (iii) to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact solicit additional proxies if necessary to correct any statement in any earlier communication obtain Stockholder Approval; provided, however, that, unless otherwise agreed to by each of Buyer and Seller, (x) with respect to each of the solicitation of proxies or foregoing clauses (ii) and (iii), the Stockholders’ Meeting which has become false will not be adjourned or misleading. If postponed in connection with any one adjournment or postponement to a date that is more than thirty (30) days in the Company should discover at aggregate without Buyer’s prior written consent and in no event shall any time adjournment or postponement be to a date that is fewer than thirteen (13) Business Days prior to the Stockholders’ Meeting, any event relating Outside Date). Subject to the Company or the Subsidiary or any express provisions of their respective affiliatesSection 6.2 regarding a Seller Adverse Recommendation Change, officers or directors Seller shall (i) recommend that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the CompanySeller’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval adopt this Agreement at the Stockholders’ Meeting and take all (ii) use its commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) efforts to solicit the obtain Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)including soliciting proxies therefor.

Stockholders Meeting. The Company covenants that, promptly following Subject to the Closing Dateother provisions of this Agreement, the Company shall (i) as promptly as reasonably practicable and in any event not later than ten (10) Business Days after the SEC confirms that it has no further comments on, or otherwise clears, the Schedule 13E-3 and the Proxy Statement, take all corporate action necessary required under the DGCL and its Certificate of Incorporation and the Bylaws to call duly call, give notice of, convene and hold a meeting of its stockholders promptly following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (including a proxy statement record date and form meeting date of proxy) for use at the Stockholders’ Meeting andto be determined by the Company after good faith consultation with Parent, after receiving and promptly responding (ii) subject to any comments of the Commission thereona Change in Company Recommendation in accordance with Section 6.2, shall as soon as reasonably practicable mail such proxy materials (x) recommend to the stockholders that they approve and adopt this Agreement, and shall include such recommendation in the Proxy Statement, (y) use its reasonable best efforts to solicit from its stockholders proxies in favor of the Company. The Company will comply with Section 14(a) adoption of this Agreement and approval of the Exchange Act Transactions, and (z) take all other actions necessary or advisable to secure the rules promulgated thereunder in relation to any proxy statement (as amended or supplementedStockholder Approval. Upon prior written request of Parent, the “Proxy Statement”) and any form of proxy Company shall use its commercially reasonable efforts to be sent advise Parent on a current basis prior to the stockholders of the Company in 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, contain any untrue statement as to the aggregate tally of a material fact or omit to state any material fact necessary in order to make proxies received by the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication Company with respect to the solicitation of proxies or Stockholder Approval. Notwithstanding anything to the Stockholders’ Meeting which has become false or misleading. If contrary contained in this Agreement, the Company should discover at any time prior to may, and Parent may request in writing that the Company, adjourn or postpone the Stockholders’ Meeting, any event relating if and to the Company extent the Special Committee determines in good faith (i) such adjournment or the Subsidiary postponement is necessary or advisable to ensure that any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition Statement that is required by applicable Law is timely provided to the Company’s obligations under stockholders, (ii) if at the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at time the Stockholders’ Meeting and take all commercially reasonable action proceeds to business there are insufficient Shares represented (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standingeither in person or by proxy) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (iii) additional time is required to solicit proxies in favor of the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)adoption of this Agreement.

Stockholders Meeting. The Company covenants that, (a) As promptly as practicable following the Closing Datedate of this Agreement (and in any event within ten (10) Business Days), the Company shall take all corporate action necessary to call a meeting of its stockholders prepare and file as promptly as practicable with the Securities and Exchange Commission (the “Stockholders’ MeetingSEC”), which shall occur not later than September 30, 2024, ) a proxy for the purpose of seeking approval a special meeting of the Company’s stockholders (the “Stockholder ApprovalSpecial Meeting”) (together with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewith, the Company will file with the Commission any amendments thereof or supplements thereto and any other required proxy materials (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 supplementedmaterials, the “Proxy Statement”) relating to the Merger and any this Agreement; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel with the intention that the Proxy Statement be in a form of proxy ready to be sent print and mail to the stockholders of the Company as promptly as practicable following the date 2 of this Agreement. Parent and Merger Sub shall promptly furnish to the Company in connection with writing all information concerning Parent and Merger Sub that may be required by applicable securities Laws or reasonably requested by the Stockholders’ MeetingCompany for inclusion in the Proxy Statement. Subject to Section 5.2(c) hereof, and the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the “Company Recommendation”) and the opinion of the Company Financial Advisor referred to in Section 3.19. The Company shall not, on use its reasonable best efforts to obtain and furnish the date that information required to be included by the SEC in the Proxy Statement (or and, after consultation with Merger Sub, respond promptly to any amendment thereof or supplement thereto) is first mailed to stockholders or at comments made by the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication SEC with respect to the solicitation Proxy Statement. The Company shall provide Parent, Merger Sub and their counsel with copies of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Meetingwritten comments, and shall inform them of any event relating to oral comments, that the Company or its counsel may receive from time to time from the Subsidiary SEC or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment its staff with respect to the Proxy Statement, in addition to Statement promptly after the Company’s obligations under the Exchange Actreceipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses and the Company will promptly inform the Placement Agentshall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Board Company shall recommend not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of Parent and Merger Sub to such mailing, which consent shall not be unreasonably withheld, conditioned or delayed. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the stockholders vote in favor Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (includingProxy Statement as provided in Section 1.6(b)(ii), without limitation, the hiring mailed to holders of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained shares (the “Stockholder Approval DateShares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), in each case as and to the extent required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the SEC (or its staff).

Stockholders Meeting. The Regardless of whether the Company covenants thatBoard determines at any time that this Agreement is no longer advisable or recommends that the Company’s stockholders reject it or whether any other Change of Recommendation has occurred at any time, promptly following in accordance with Section 6.2, but subject to the Closing DateCompany’s rights under Sections 8.1, 8.2 and 8.3, the Company shall take all corporate action necessary to call (a) establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold, a meeting of its stockholders (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of obtaining the Requisite Company Vote and (b) use its reasonable best efforts to cause the Stockholders Meeting to occur within 30 days immediately following the date on which the Proxy Statement is mailed to the Company’s stockholders (“Stockholder Approval”) with respect unless otherwise consented to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant in writing by Parent (such consent not to Section 2(c) thereof. In connection therewithbe unreasonably withheld, the Company will file with the Commission proxy materials (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 delayed or supplemented, the “Proxy Statement”conditioned) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall notif such calendar day is not a Business Day, on the date first Business Day subsequent to such calendar day); provided that, (i) the Company may postpone or adjourn such meeting to the extent that the Proxy Statement (it has reasonably determined, after consultation with outside legal counsel, that such postponement or any amendment thereof or supplement thereto) adjournment is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend Statement is provided to the Company’s stockholders that within a reasonable amount of time in advance of the stockholders vote Stockholders Meeting; (ii) if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or insufficient votes in favor of adoption of this Agreement to obtain the proposals for Stockholder Approval at Requisite Company Vote, the Stockholders’ Company may postpone or adjourn the Stockholders Meeting to a date that is a Business Day and take all no more than 30 days after the previous meeting date, as reasonably determined by the Company; and the Company shall use its commercially reasonable action efforts during such period to obtain such a quorum as promptly as practicable; and (includingiii) the Company may adjourn or postpone the Stockholders Meeting until the fourth Business Day after the expiration of any Change of Recommendation Notice Period; provided, without limitationfurther, that, in the event that during the five Business Days prior to the date that the Stockholders Meeting is then scheduled to be held, the hiring Company delivers a notice of an intent to make a proxy solicitation firm Change of nationally recognized standing) to solicit the Stockholder Approval. If Recommendation in accordance with Section 6.2(d), Parent may direct the Company does not obtain Stockholder Approval at to adjourn or postpone the Stockholders’ Stockholders Meeting for up to 10 Business Days and the Company will promptly, and in any event no later than the next Business Day, adjourn or postpone the Stockholders Meeting in accordance with Parent’s direction. Once the Company has established a record date for the Stockholders Meeting, the Company shall call not change such record date or establish a meeting every three different record date for the Stockholders Meeting without the prior written consent of Parent (3such consent not to be unreasonably withheld, conditioned or delayed). Unless the Company Board shall have effected a Change of Recommendation in accordance with Section 6.2, the Company Board shall make the Company Recommendation and the Company shall use its reasonable best efforts to obtain the Requisite Company Vote. Without the prior written consent of Parent, the adoption of this Agreement and approval of the transactions contemplated by this Agreement will be the only matters (other than related procedural matters) months thereafter that the Company will propose to seek shareholder approval until be acted on by the date that stockholder approval is obtained (Company’s stockholders at the “Stockholder Approval Date”)Stockholders Meeting.

Stockholders Meeting. The Company covenants thatSeller shall, as promptly as reasonably practicable after the date of this Agreement, establish a record date (which date will be as promptly as reasonably practicable following the Closing Datedate of this Agreement) and, as promptly as reasonably practicable following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable Law, the Company rules of The NASDAQ Global Select Market and the organizational documents of Seller to duly call, give notice of (which notice shall take all corporate action necessary include a separate and distinct proposal (not bundled with any proposal relating to call the adoption by the stockholders of Seller of any LicenseCo Agreement or approval of any LicenseCo Sale) for the consideration and vote of the stockholders of Seller relating to the adoption of this Agreement and each of the other Transaction Agreements and approval of the Transactions), convene and hold a meeting of its stockholders as promptly as reasonably practicable after the date of this Agreement (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, ) for the purpose of seeking approval obtaining the Requisite Stockholder Approval. Subject to the ability of the Company’s stockholders (“Stockholder Approval”) board of directors of Seller to make an Adverse Recommendation Change in accordance with Section 5.5(c), the board of directors of Seller shall make the Seller Recommendation with respect to the issuance adoption of this Agreement and the approval of the Warrant Shares issuable upon Transactions, including without limitation the “alternative cash exercise” of Patent Sale, and shall include such recommendation in the Warrants pursuant Proxy Statement. Notwithstanding anything to Section 2(c) thereof. In connection therewiththe contrary contained in this Agreement, the Company will file with the Commission proxy materials (including a proxy statement and form of proxy) for use at Seller may adjourn or postpone the Stockholders’ Meeting and(i) after consultation with Patent Purchaser, 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition Statement is provided to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the CompanySeller’s stockholders that the stockholders vote within a reasonable amount of time in favor advance of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action or (includingii) after consultation with Patent Purchaser, without limitation, if as of the hiring time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of a proxy solicitation firm of nationally recognized standingSeller’s common stock represented (either in person or by proxy) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval constitute a quorum necessary to conduct business at the Stockholders’ Meeting; provided, however, that Seller shall in each case use commercially reasonable efforts to hold the Company shall call a meeting every three Stockholders’ Meeting no later than fifteen (315) months thereafter to seek shareholder approval until days following the date for which the Stockholders’ Meeting was originally scheduled (as set forth in the Proxy Statement). In the event that stockholder approval the date of the Stockholders’ Meeting as originally scheduled is obtained (adjourned or postponed pursuant to this Section 5.3 or otherwise delayed, Seller agrees that in consultation with Patent Purchaser, Seller shall use its reasonable best efforts to implement such adjournment or postponement or such delay in such a way that Seller does not establish a new record date for the “Stockholder Approval Date”)Stockholders’ Meeting, as so adjourned, postponed or delayed, except as required by applicable Law.

Stockholders Meeting. The Company covenants thatwill, promptly following as soon as reasonably practicable after the Closing DateProxy Statement is cleared by the SEC for mailing to the Company’s stockholders in accordance with Section 6.3(a), the Company shall take all corporate action necessary to call duly call, give notice of, convene and hold a meeting of its stockholders the holders of the Company Shares (the “Company Stockholders’ Meeting”), which shall occur not later than September 30, 2024, ) for the purpose of seeking approval the Company Requisite Vote. The record date of the Company Stockholders’ Meeting shall be selected by the Company after reasonable consultation with Parent. The Company, through the Company Board, shall recommend to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote (the “Company Recommendation”) and the Company shall use reasonable best efforts to solicit the Company Requisite Vote (including by soliciting proxies from the Company’s stockholders (“Stockholder Approval”) stockholders), except in each case to the extent that the Company Board has effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.6. The Company shall keep Parent reasonably informed with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereofproxy solicitation results as reasonably requested by Parent. In connection therewithUnless this Agreement is terminated in accordance with its terms, the Company will file with shall not submit to the Commission proxy materials (including a proxy statement and form vote of proxy) for use at its stockholders any Company Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company 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 reasonable consultation with Parent (a) 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact extent necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy StatementStatement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger, (b) for the absence of a quorum or (c) if additional time is reasonably required to solicit proxies in favor of the approval of the Company Merger; provided, that, in addition to the Company’s obligations under case of this clause (c), without the Exchange Actwritten consent of Parent, in no event will the Company Stockholders’ Meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date for which the Company Stockholders’ Meeting was originally scheduled. Unless this Agreement has been terminated in accordance with Article VIII, the obligation of the Company will promptly inform to duly call, give notice of, convene and hold the Placement Agent. The Board shall recommend Company Stockholders’ Meeting and mail the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approvalwill not be affected by an Adverse Recommendation Change. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).​ ​ ​

Stockholders Meeting. The Company covenants thatIf the adoption of this Agreement by the Company’s stockholders is required by applicable Law, promptly following the Closing Datesubject to Section 5.2(b), the Company shall shall, as promptly as reasonably practicable (and in any event within five (5) Business Days) after the later of (i) the Offer Termination Date and (ii) the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, take all corporate action necessary in accordance with applicable Law, the rules of NASDAQ and the Certificate of Incorporation and the Bylaws to call establish a meeting of its stockholders (the “record date, duly call, give notice of, convene and hold a Stockholders’ Meeting”), which shall occur not later than September 30, 2024, Meeting for the purpose of seeking approval obtaining the Requisite Stockholder Approval; provided, however, that, except as may be required by applicable Law or an Order of any Governmental Authority, in no event shall such meeting be set for a date later than 30 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders. Notwithstanding anything to the contrary set forth in this 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 to allow additional time for the filing and mailing of 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 (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Meeting, any event relating to and (ii) the Company Company, after consultation with Parent, may (or upon the Subsidiary written request of Parent, shall) adjourn or any postpone the Stockholders’ Meeting if as of their respective affiliates, officers or directors that the time for which the Stockholders’ Meeting is required to be originally scheduled (as set forth in a supplement or amendment to the Proxy Statement, ) there are either (A) insufficient shares of Company Common Stock represented (either in addition person or by proxy) to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend constitute a quorum necessary to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval conduct business at the Stockholders’ Meeting and take all commercially reasonable action or (includingB) insufficient affirmative votes to adopt this Agreement; provided, that the record date shall not be changed without limitationParent consent (not to be unreasonably withheld, conditioned or delayed). Unless the Company Board shall have effected an Adverse Recommendation Change as permitted in accordance with Section 5.6, the hiring of a proxy solicitation firm of nationally recognized standing) Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the 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 (or a proposed or announced intention to do so) shall not relieve the Company of its obligation hereunder to give notice of, convene and hold the Stockholders’ Meeting. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven (7) Business 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. If Without the prior written consent of Parent, except as required by applicable Law, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedural matters) which the Company does not obtain Stockholder Approval shall propose to be acted on by the stockholders of the Company at the Stockholders’ Meeting. Notwithstanding the foregoing and Section 5.2, if, following the Offer Closing and the exercise, if any, of the Top-Up Option, Parent and its affiliates shall own at least ninety percent (90%) of the outstanding shares of Company Common Stock, the parties hereto shall take all necessary and appropriate action, including with respect to the transfer to Merger Sub of any shares of Company shall call a meeting every three (3) months thereafter Common Stock held by Parent or its affiliates, to seek shareholder approval until cause the date that stockholder approval is obtained (Merger to become effective as soon as reasonably practicable after the “Stockholder Approval Date”)Offer Closing without the Proxy Statement and the Stockholders’ Meeting in accordance with the terms and conditions of this Agreement and Section 253 of the DGCL.

Stockholders Meeting. The Company covenants that, (a) As promptly as practicable following the Closing Datedate hereof, the Company shall take all corporate action necessary to call a meeting of its stockholders prepare and file with the Securities and Exchange Commission (the “Stockholders’ MeetingSEC”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (including a proxy statement (together with any amendments thereof or supplements thereto 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 other required 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 supplementedmaterials, the “Proxy Statement”) and for a special meeting of its stockholders ((including any form of proxy to be sent adjournment or postponement thereof) the “Special Meeting”) relating to the stockholders of the Company in connection with the Stockholders’ MeetingMerger and this Agreement; provided, that Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall notgive due consideration to all reasonable additions, on deletions or changes suggested thereto by Parent, Purchaser and their counsel. Subject to Section 5.2, the date that Company shall include in the Proxy Statement the Company Board Recommendation (unless the Company Board of Directors withdraws or modifies its Company Board Recommendation in accordance with Section 5.2). The Company shall use its reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any amendment thereof or supplement thereto) is first mailed to stockholders or at comments made by the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication SEC with respect to the solicitation Proxy Statement. The Company shall provide Parent, Purchaser and their counsel with copies of proxies any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the Stockholders’ Meeting which has SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due 31344360_15 consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. The Company, on the one hand, and Parent and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading. If misleading in any material respect or as otherwise required by applicable Laws, and the Company should discover at any time prior further agrees to the 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 set forth in a supplement or amendment to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in addition Section 1.6(b), mailed to holders of the Shares, in each case as and to the Company’s obligations under extent required by the Securities Exchange ActAct of 1934, as amended, and the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting rules and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained regulations promulgated thereunder (the “Stockholder Approval DateExchange Act”) or the SEC (or its staff).

Stockholders Meeting. The Subject to Section 6.3, the Company covenants thatwill take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of Record Holders of Shares (the “Stockholders Meeting”) as promptly following as practicable (and, in any event, no later than twenty (20) Business Days) after the Closing Datefirst date of mailing of the initial Proxy Statement to consider and vote upon the adoption of this Agreement; provided, that except as Parent shall have otherwise consented to in writing in advance, the adoption of this Agreement shall be the only matter (other than procedural matters and matters that are required by the Exchange Act or other applicable Law to be voted on by the Company’s stockholders in connection therewith) which the Company shall propose to be acted on by the Company’s stockholders at the Stockholders Meeting. Unless the Company has effected a Change of Recommendation to the extent permitted by, and in accordance with, Section 6.2, the Company shall take (a) include in the Proxy Statement (i) the Company Recommendation, (ii) a disclosure relating to the financial advisor to the Board of Directors of the Company (including the amount of fees and other consideration that such financial advisor will receive upon consummation of or as a result of the Merger, and the conditions therefor), the fairness opinion rendered by such financial advisor to the Board of Directors of the Company and the information that formed the basis for rendering the fairness opinion, and (b) use reasonable best efforts, in compliance in all corporate action necessary material respects with all applicable Laws and the rules of Nasdaq, to call a meeting of solicit from its stockholders sufficient proxies in favor of the adoption of this Agreement in order to obtain the Company Requisite Vote, including engaging at its cost a nationally recognized proxy solicitor and, upon Parent’s request, presenting materials (in a form reasonably agreed by the “Stockholders’ Meeting”)parties hereto) that recommend this Agreement and the Merger to the Company’s stockholders and/or any firm providing proxy advisory services to the Company’s stockholders and, which shall occur not later than September 30if necessary, 2024, for the purpose of seeking approval of requesting meetings with the Company’s stockholders (“Stockholder Approval”) with respect to the issuance for purposes of obtaining their recommendation of the Warrant Shares issuable upon the “alternative cash exercise” adoption of the Warrants pursuant to Section 2(cthis Agreement) thereof. In connection therewith, the Company will file with the Commission and/or any firm providing proxy materials (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend advisory services to the Company’s stockholders (for purposes of obtaining its recommendation of the adoption of this Agreement by the Company’s stockholders). Notwithstanding anything to the contrary in this Agreement but subject to the DGCL, unless and until this Agreement is terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Stockholders Meeting under this Agreement shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, and once established, the Company shall not change the record date for the Stockholders Meeting or postpone or adjourn the Stockholders Meeting without the prior written consent of Parent. Notwithstanding the foregoing, the Company may adjourn, delay or postpone the Stockholders Meeting an aggregate of one (1) time (for a period of not more than thirty (30) calendar days but not past three (3) Business Days prior to the Termination Date), and if requested by Parent the Company shall adjourn, delay or postpone the Stockholders Meeting, in each case, if prior to such adjournment, delay or postponement (but, in any event, no earlier than five (5) days prior to the then scheduled date of the Stockholders Meeting) the Company shall not have received an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the stockholders vote condition in favor Section 7.1(a) will be satisfied at the Stockholders Meeting. Unless otherwise agreed by the parties, on each of the proposals for Stockholder Approval at last ten (10) Business Days prior to the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, date of the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Stockholders Meeting, the Company shall call a meeting every three (3) months thereafter notify Parent of the then-current aggregate tally of the proxies received by the Company or its Representatives with respect to seek shareholder the Company Requisite Vote. Parent shall, at the Stockholders Meeting, vote, or cause to be voted, all Shares owned by Parent in favor of the approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)and adoption of this Agreement.

Stockholders Meeting. The Company covenants thatSeller shall, as promptly as practicable following the Closing Datedate of this Agreement, the Company shall take all corporate action necessary to call establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders holders of Common Stock for the purpose of obtaining the Stockholder Approval (the “Stockholders’ Meeting”), . The Stockholders’ Meeting shall be held as promptly as commercially practicable following the date on which shall occur not later than September 30, 2024, for the purpose of seeking approval of Proxy Statement is cleared by the Company’s stockholders (“Stockholder Approval”) with respect SEC. Notwithstanding anything to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewithcontrary contained in this Agreement, the Company will file with the Commission proxy materials (including a proxy statement and form of proxy) for use at Seller may adjourn or postpone the Stockholders’ Meeting and, after receiving consultation with Purchaser and promptly responding with Purchaser’s consent (such consent not to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials be unreasonably withheld or delayed) (i) 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact extent necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition Statement is provided to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote of Seller within a reasonable amount of time in favor advance of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action or (including, without limitation, ii) if as of the hiring time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of a proxy solicitation firm of nationally recognized standingCommon Stock represented (either in person or by proxy) to solicit constitute a quorum necessary to conduct the Stockholder Approvalbusiness of the Stockholders’ Meeting. If Notwithstanding anything to the Company does not obtain Stockholder Approval contrary in this Agreement, unless this Agreement has been terminated pursuant to Article VII, if the Board shall have withheld, withdrawn, qualified or modified the Board Recommendation, or issued an Adverse Recommendation Change, Seller shall nonetheless submit this Agreement to its stockholders at the Stockholders’ Meeting. With Purchaser’s consent (such consent not to be unreasonably withheld or delayed), Seller may also seek the Company shall call affirmative vote of the holders of a meeting every three (3) months thereafter to seek shareholder approval until majority of the date that stockholder approval is obtained (outstanding shares of Seller’s Common Stock of the “Stockholder Approval Date”)dissolution of Seller at the Stockholders’ Meeting.

Stockholders Meeting. The Company covenants that, promptly following the Closing Datewill take all action necessary in accordance with applicable Law, the Company shall take all corporate action necessary Company's Charter and the Company's By-laws to call convene a meeting of its stockholders (as promptly as practicable to consider and vote upon the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of this Agreement and the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 Companytransactions contemplated hereby. The Company will comply with Section 14(a) of the Exchange Act Board shall recommend that its stockholders approve this Agreement and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meetingtransactions contemplated hereby, and the Proxy Statement Company shall notuse its reasonable best efforts to obtain such approval, 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, by timely filing and mailing the hiring proxy statement/prospectus contained in the Form S-4 to its stockholders; provided, however, that nothing contained in this Section 6.01(b) shall prohibit the Company Board from failing to make such recommendation or using its reasonable best efforts to obtain such approval if the Company Board has determined in good faith, after consultation with outside counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to its stockholders under applicable Law. The Company and Purchaser shall coordinate and cooperate with respect to the timing of such meeting. It shall be a condition to mailing the Form S-4 that (i) Purchaser shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for the Company, dated as of a proxy solicitation firm date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at included or incorporated in the Stockholders’ MeetingForm S-4, in form and substance reasonably satisfactory to Purchaser, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4, and (ii) the Company shall call have received a meeting every three (3) months thereafter to seek shareholder approval until "comfort" letter from KPMG LLP, independent public accountants for Purchaser, dated as of a date within two business days before the date that stockholder approval is obtained (on which the “Stockholder Approval Date”)Form S-4 shall become effective, with respect to the financial statements of Purchaser included or incorporated in the Form S-4, in form and substance reasonably satisfactory to the Company, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4."

Stockholders Meeting. The Company covenants that, promptly following the Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30December 31, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three six (36) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. The Company covenants that, (a) As promptly as practicable following the Closing Datedate of this Agreement (and in any event within ten (10) Business Days), the Company shall take all corporate action necessary to call a meeting of its stockholders prepare and file as promptly as practicable with the Securities and Exchange Commission (the “Stockholders’ MeetingSEC”), which shall occur not later than September 30, 2024, ) a proxy for the purpose of seeking approval a special meeting of the Company’s stockholders (the “Stockholder ApprovalSpecial Meeting”) (together with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewith, the Company will file with the Commission any amendments thereof or supplements thereto and any other required proxy materials (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 supplementedmaterials, the “Proxy Statement”) relating to the Merger and any this Agreement; provided, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel with the intention that the Proxy Statement be in a form of proxy ready to be sent print and mail to the stockholders of the Company as promptly as practicable following the date of this Agreement. Parent and Merger Sub shall promptly furnish to the Company in connection with writing all information concerning Parent and Merger Sub that may be required by applicable securities Laws or reasonably requested by the Stockholders’ MeetingCompany for inclusion in the Proxy Statement. Subject to Section 5.2(c) hereof, and the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the “Company Recommendation”) and the opinion of the Company Financial Advisor referred to in Section 3.19. The Company shall not, on use its reasonable best efforts to obtain and furnish the date that information required to be included by the SEC in the Proxy Statement (or and, after consultation with Merger Sub, respond promptly to any amendment thereof or supplement thereto) is first mailed to stockholders or at comments made by the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication SEC with respect to the solicitation Proxy Statement. The Company shall provide Parent, Merger Sub and their counsel with copies of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Meetingwritten comments, and shall inform them of any event relating to oral comments, that the Company or its counsel may receive from time to time from the Subsidiary SEC or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment its staff with respect to the Proxy Statement, in addition to Statement promptly after the Company’s obligations under the Exchange Actreceipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses and the Company will promptly inform the Placement Agentshall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Board Company shall recommend not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of Parent and Merger Sub to such mailing, which consent shall not be unreasonably withheld, conditioned or delayed. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the stockholders vote in favor Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (includingProxy Statement as provided in Section 1.6(b)(ii), without limitation, the hiring mailed to holders of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained shares (the “Stockholder Approval DateShares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), in each case as and to the extent required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) or the SEC (or its staff).

Stockholders Meeting. (i) The Company covenants thatwill take, promptly following the Closing Datein accordance with applicable Law and its certificate of incorporation and bylaws, the Company shall take all corporate action necessary to call convene a meeting of its stockholders holders of Shares (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (including a proxy statement as promptly as practicable and form of proxy) for use at the Stockholders’ Meeting and, after receiving and promptly responding to in 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, event on the thirtieth calendar day immediately following the date that of mailing of the Proxy Statement (and if such day is not a Business Day, on the first Business Day subsequent to such day), to consider and vote upon the adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect adjourn such meeting except to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time extent required by applicable Law and with prior notice to Parent or, if, (i) on a date that is two Business Days prior to the Stockholders’ Meetingdate the Stockholders Meeting is scheduled (the “Original Date”), any event relating to (A) the Company has not received proxies representing the Requisite Company Vote, whether or the Subsidiary not a quorum is present or (B) it is necessary to ensure that any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy StatementStatement is required to be delivered and in each case, in addition to the Company’s obligations under the Exchange Act, if Parent so requests or the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meetingso elects, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed, recessed or adjourned more than ten days in connection with any one postponement, recess or adjournment or more than an aggregate of thirty days from the Original Date in reliance on the preceding sentence or (ii) within the five Business Days prior to the Original Date or any date that stockholder approval the Stockholders Meeting is obtained (then scheduled to be held, the “Stockholder Approval Date”)Company delivers a notice of an intent to make a Change in Recommendation, Parent may direct the Company to, or the Company may elect to, postpone, recess or adjourn the Stockholders Meeting for up to ten Business Days and the Company shall promptly, and in any event no later than the next Business Day, postpone, recess or adjourn the Stockholders Meeting in accordance with Parent’s direction or such election.

Stockholders Meeting. The Company, acting through the Company covenants thatBoard, shall take all actions in accordance with applicable law, its Certificate of Incorporation and By-laws to promptly following and duly call, give notice of, convene and hold as promptly as practicable the Closing DateCompany Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, (a) the Company Board shall recommend adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (b) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal (any such withholding, withdrawal or modification, a “Change in Company Recommendation”). Notwithstanding any Change in Company Recommendation, unless this Agreement is terminated pursuant to Article VIII, the Company Voting Proposal shall be submitted to the stockholders of the Company at the Company Meeting for the purposes of approving the Company Voting Proposal, and nothing contained in this Agreement shall be deemed to relieve the Company of such obligation, unless this Agreement is terminated pursuant to Article VIII. Subject to Section 6.1, the Company shall take all corporate action necessary that is both reasonable and lawful to call a meeting of solicit from its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval proxies in favor of the Company’s stockholders (“Stockholder Approval”) with respect Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the issuance vote or consent of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company required by the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in connection this Agreement, the Company, after consultation with the Stockholders’ MeetingBuyer, and may adjourn or postpone the Proxy Statement shall not, on Company Meeting to 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact extent necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend Statement is provided to the Company’s stockholders that the stockholders vote in favor or, if as of the proposals time for Stockholder Approval at which the Stockholders’ Company Meeting and take all commercially reasonable action is originally scheduled (including, without limitation, as set forth in the hiring Proxy Statement) there are insufficient shares of a proxy solicitation firm of nationally recognized standingCompany Common Stock represented (either in person or by proxy) to solicit constitute a quorum necessary to conduct the Stockholder Approval. If business of the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. (a) The Company covenants thatshall, as promptly following as reasonably practicable (and, in the Closing Datecase of clauses (i) and (ii), in no event later than ten (10) Business Days) after the SEC confirms that it has no further comments on, or otherwise clears, the Company shall take all corporate action necessary to call Schedule 13E-3 and the Proxy Statement, (i) establish a record date for a meeting of its stockholders the Stockholders (such meeting or any adjournment or postponement thereof, the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, ) for the purpose of seeking approval voting to approve and adopt this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (ii) mail or cause to be mailed the definitive Proxy Statement, a copy of this Agreement or a summary thereof and a copy of Section 262 of the Company’s stockholders DGCL (“Stockholder Approval”relating to appraisal rights) with respect to the issuance Stockholders as of the Warrant Shares issuable upon 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 (including a proxy statement and form of proxy) record date established 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of Meeting; provided that the Company in connection with shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (iii) duly convene and cause to occur the Stockholders’ Meeting; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, and (1) with the Proxy Statement shall notprior written consent of Parent (such consent not to be unreasonably withheld, on the date that the Proxy Statement delayed or conditioned), (or any amendment thereof or supplement thereto2) is first mailed to stockholders or if at the time of the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, contain or (3) to allow reasonable time for the filing and mailing of any untrue statement of a material fact supplemental or omit to state any material fact necessary in order to make the statements made therein not false or misleadingamended disclosure, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time Board has determined in good faith after consultation with outside counsel that is necessary under applicable Laws, and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Unless this Agreement has been terminated in accordance with its terms, any event relating this Agreement shall be submitted to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval Stockholders at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of whether or not a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If Change in the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company Recommendation in response to an Intervening Event shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)have occurred.

Stockholders Meeting. The Company covenants that, Detective shall as promptly as practicable following the Closing Date, the Company shall take all corporate action necessary date of this Agreement call and cause to call be held a stockholders meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of approving the Company’s stockholders (“Stockholder Approval”) with respect to Merger and the issuance of the Warrant Detective Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, Lynx Option 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (other matters contemplated by this Agreement including, without limitation, the hiring Amended and Restated Certificate of a proxy solicitation firm Incorporation of nationally recognized standing) Detective, which shall be in form and substance reasonably satisfactory to solicit Detective and Lynx (the Stockholder Approval"Amended Charter"), and the election of the Post-Closing Directors. If the Company does not obtain Stockholder Approval at the Stockholders’ MeetingIn connection therewith, subject to Section 6.03(b), the Company Board of Directors of Detective shall call a declare advisable and recommend the approval of the Merger, the Amended Charter, the election of the Post-Closing Directors to Detective's Board of Directors and such other matters necessary in connection with the consummation of the transactions contemplated herein, and shall prepare and file with the SEC under the Exchange Act, and shall use all reasonable efforts to have promptly cleared by the SEC, and promptly thereafter shall mail to its stockholders, the proxy materials, as they may be amended and supplemented, to be used in connection with such stockholder meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”"Proxy Material").. Detective shall provide Lynx with a reasonable opportunity to review and comment upon the Proxy Material prior to its filing with the SEC and distribution to Detective's stockholders. Detective shall promptly and properly prepare and file any other filings required under the Exchange Act or any other Federal or state laws relating to the transactions contemplated herein (collectively, the "Other Filings"). Detective shall notify Lynx promptly of the receipt of any comments of the SEC and of any request by the SEC for amendments or supplements to the Proxy Material or by any other governmental official with respect to any Other Filings or for additional information and will supply Lynx with copies of all correspondence between Detective and its representatives, on the one hand, and the SEC or the members of its staff or any other appropriate government official, on the other hand, with respect to the Proxy Material and any Other Filings. Detective shall obtain and furnish the information required to be included in the Proxy Material and any Other Filings; and Detective, after consultation with Lynx, shall (and Lynx agrees to reasonably cooperate with Detective in connection therewith) respond promptly

Stockholders Meeting. The Company covenants that, promptly (a) If required following the Closing Dateconsummation of the Amended Offer, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly as practicable to consider and vote upon the adoption of this Agreement and the authorization of the Merger contemplated hereby and shall recommend that stockholders vote in favor of adoption of this Agreement and authorization of the Merger. The Company shall take all corporate lawful action necessary to call a meeting of its stockholders (solicit the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking requisite approval of stockholders. In the Company’s stockholders (“Stockholder Approval”) with respect to event that the issuance Special Committee or Board of Directors of the Warrant Shares issuable upon Company does not make or withdraws the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewithrecommendation contemplated above, the Company will file with still agrees to convene the Commission proxy materials (including a proxy statement Stockholders Meeting to consider and form vote upon the adoption of proxy) for use at the Stockholders’ Meeting and, after receiving this Agreement and promptly responding to any comments authorization of the Commission thereon, shall as soon as reasonably practicable mail Merger. At any such proxy materials to meeting of the stockholders of the Company, Parent shall cause all of the Shares then owned by the Parent, Merger Sub and Parent's subsidiaries will be voted in favor of this Agreement. The Company will comply Company's proxy or information statement with Section 14(a) respect to such meeting of stockholders (the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting"), and the Proxy Statement shall not, on at the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or and at the time date of the Stockholders’ Meetingsuch meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein therein, in light of the circumstances under which they were made, not false misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or misleading, or omit omission to state any a material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If was made by the Company should discover at any time prior to in reliance upon and in conformity with written information concerning the Stockholders’ Meeting, any event relating Parent and its subsidiaries furnished to the Company by Parent specifically for use in the Proxy Statement. Parent agrees that the information it provides for the Proxy Statement will comply with the Exchange Act in all material respects. The Proxy Statement shall not be filed, and no amendment or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to Statement will be made by the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)prior consultation with Purchaser and its counsel.

Stockholders Meeting. The Company covenants thatwill take, promptly following the Closing Datein accordance with applicable Law and its certificate of incorporation and by-laws, the Company shall take all corporate action necessary to call duly convene and hold a meeting of its stockholders holders of Shares (the “Stockholders’ Stockholders Meeting”)) as promptly as reasonably practicable after the execution of this Agreement, which shall occur not later than September 30, 2024taking into account the need for the preparation and public filing of the required financial statements, for the purpose of seeking approval the Requisite Company Vote and Charter Amendment Vote, regardless of whether the board of directors of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereof. In connection therewithCompany or any duly authorized committee thereof determines at any time that this Agreement, the Company will file with Merger or the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders’ Meeting andother transactions contemplated by this Agreement are no longer advisable, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to recommends that the stockholders of the CompanyCompany reject this Agreement, the Merger or the other transactions contemplated by this Agreement, or any other Change of Recommendation has occurred. The Company will comply shall not postpone or adjourn the Stockholders Meeting except to the extent (1) Sponsor has consented to such postponement or adjournment in writing, or (2) the Company, acting in good faith after consulting with Section 14(aits outside legal counsel, determines that (i) of such postponement or adjournment is necessary to ensure that any required supplement or amendment to the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent Statement is provided to the stockholders of the Company within a reasonable amount of time in connection with advance of the Stockholders’ Stockholders Meeting, (ii) (A) it will not receive proxies sufficient to obtain the Requisite Company Vote or Charter Amendment Vote, whether or not a quorum is present, or (B) it will not have sufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting, or (iii) such postponement or adjournment is required to comply with applicable Law; provided, that in the case of any postponement or adjournment under clause (ii) above, the date of the Stockholders Meeting shall not be postponed or adjourned by more than an aggregate of fifteen (15) calendar days other than with Sponsor’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Subject to Section 6.3 hereof, the board of directors of the Company and any duly authorized committee thereof shall recommend the adoption of this Agreement at the Stockholders Meeting and, unless there has been a Change of Recommendation permitted by and in accordance with Section 6.3(d), shall include the Company Recommendation and the recommendation that the holders of Shares give the Charter Amendment Vote in the Proxy Statement and 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable lawful action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)such adoption of this Agreement.

Stockholders Meeting. (a) The Company covenants thatwill take, promptly following the Closing Datein accordance with applicable Law and its certificate of incorporation and bylaws, the Company shall take all corporate action necessary to call convene a meeting of its stockholders holders of Shares (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (including a proxy statement as promptly as practicable and form of proxy) for use at the Stockholders’ Meeting and, after receiving and promptly responding to in 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, event on the thirtieth calendar day immediately following the date that of mailing of the Proxy Statement (and if such day is not a Business Day, on the first Business Day subsequent to such day), to consider and vote upon the adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect adjourn such meeting except to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time extent required by applicable Law and with prior notice to Parent or, if, (i) on a date that is two Business Days prior to the Stockholders’ Meetingdate the Stockholders Meeting is scheduled (the “Original Date”), any event relating to (A) the Company has not received proxies representing the Requisite Company Vote, whether or the Subsidiary not a quorum is present or (B) it is necessary to ensure that any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy StatementStatement is required to be delivered and in each case, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meetingif Parent so requests, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed, recessed or adjourned more than ten days in connection with any one postponement, recess or adjournment or more than an aggregate of thirty days from the Original Date in reliance on the preceding sentence or (ii) within the five Business Days prior to the Original Date or any date that stockholder approval the Stockholders Meeting is obtained (then scheduled to be held, the “Stockholder Approval Date”)Company delivers a notice of an intent to make a Change of Recommendation, Parent may direct the Company to postpone, recess or adjourn the Stockholders Meeting for up to ten Business Days and the Company shall promptly, and in any event no later than the next Business Day, postpone, recess or adjourn the Stockholders Meeting in accordance with Parent’s direction.

Stockholders Meeting. The Company covenants that, promptly following the Closing Date(a) Subject to its fiduciary responsibilities, the Board of Directors of the Company shall take will submit (i) this Merger Agreement, (ii) the Charter Amendment, and (iii) the proposal to transfer substantially all corporate action necessary of its assets to call the Liquidating Trust as required by Section 909 of the New York Business Corporation Law (the "Plan of Liquidation") to its stockholders for their adoption and will solicit proxies in favor of and recommend to its stockholders such adoption at a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect thereof to the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(c) thereofbe duly called and held as soon as practicable. In connection therewith, the Company will shall prepare and file with the Commission Commission, as soon as practicable, the required proxy materials (including a proxy statement material and form of proxy) for shall use at its best efforts promptly to obtain clearance by the Stockholders’ Meeting and, after receiving and promptly responding to any comments staff of the Commission thereonof the mailing of such material to its stockholders. Subject to its fiduciary responsibilities, shall the Company will use its best efforts to obtain the necessary approval of this Merger Agreement, the Charter Amendment and the Plan of Liquidation by its stockholders and will take as soon as reasonably practicable mail such other and further actions as may be required by this Merger Agreement and as may be required by law to effectuate the Merger, the Charter Amendment and the Plan of Liquidation. In obtaining the authorization and approval of its stockholders, the Company shall comply with all applicable Federal and state securities and other laws in connection with the transactions to be effected hereunder. Without limiting the generality of the foregoing, the Company agrees that the information contained in its proxy materials statement (other than information as to MSCMG furnished to the stockholders of the Company. The Company in writing by MSCMG) (i) will comply in all respects with Section 14(a) the provisions of the Exchange Act and the rules and regulations promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meetingthereunder, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement theretoii) is first mailed to stockholders or at the time of the Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, in each case when first mailed to the Company's stockholders and at all times thereafter through the Effective Date of the Merger. The Company shall not distribute any material to its stockholders in connection with this Merger Agreement, the Charter Amendment, the Plan of Liquidation and the transactions contemplated hereby other than materials contained in its proxy statement cleared by the staff of the Commission, except such additional material cleared by the staff of the Commission. (b) Without limiting the generality of the foregoing, MSCMG agrees that the information as to MSCMG furnished to the Company in writing by MSCMG for use in the Proxy Statement (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state any a material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement stated therein or amendment necessary to make the Proxy Statementstatements therein not misleading, in addition to each case on the Company’s obligations under Mailing Date and at all times thereafter through the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor Effective Date of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder ApprovalMerger. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)SECTION 6.2.

Stockholders Meeting. The Company covenants that, promptly Promptly following the Closing Issuance Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (which may be its annual meeting) (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30March 31, 20242015, for the purpose of seeking approval of the Company’s stockholders to either (“Stockholder Approval”i) with respect increase the number of shares of Common Stock the Company is authorized to the issuance issue or (ii) effect a reverse split of the Warrant Shares issuable upon Common Stock, in either event sufficient to permit the “alternative cash exercise” exercise in full of the Warrants pursuant to Section 2(c(as defined in the Underwriting Agreement) thereofand the Underwriter Warrants in accordance with their terms (a “Capital Event”). In connection therewith, the Company will as soon as reasonably practicable after the Issuance Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders’ 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ 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’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective its affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Rxxx Capital Partners, LLC (the Placement Agent“Underwriter”) thereof. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval Capital Event at the Stockholders’ Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approvalapproval of the stockholders for the Capital Event. If No later than two (2) business days following stockholder approval of the Company does not obtain Stockholder Approval at the Stockholders’ MeetingCapital Event, the Company shall call file with the Secretary of State of Delaware a meeting every three certificate of amendment to the Company’s Certificate of Incorporation to effect the Capital Event, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Capital Event no later than one (31) months thereafter business day after such filing. The date on which the Capital Event becomes effective is referred to seek shareholder approval until the date that stockholder approval is obtained (herein as the “Stockholder Approval Capital Event Date”).” The provisions of this Section 8(a) may not be modified, amended or deleted without the Underwriter’s prior written consent.

Stockholders Meeting. The Company, acting through the Company covenants thatBoard and in accordance with Section 6.1(c) hereof, shall take all actions in accordance with applicable law, its Certificate of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly following and duly call, give notice of, convene and hold as promptly as practicable, and in no event more than 40 Business Days from the Closing Datedate the SEC clears the Proxy Statement or informs the Company that it will not review the Proxy Statement, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, the Company Board (a) shall recommend adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (b) shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal. Subject to Section 6.1, the Company shall take all corporate action necessary that is both reasonable and lawful to call a meeting of solicit from its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval proxies in favor of the Company’s stockholders (“Stockholder Approval”) with respect Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the issuance vote or consent of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company required by the rules of The Nasdaq Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in connection with this Agreement, the Stockholders’ MeetingCompany, and after obtaining the Proxy Statement Buyer’s written consent (which shall notnot be unreasonably withheld, on conditioned or delayed), may adjourn or postpone the date that Company Meeting to the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact extent necessary to correct ensure that any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend Statement required by law is provided to the Company’s stockholders that the stockholders vote in favor or, if as of the proposals time for Stockholder Approval at which the Stockholders’ Company Meeting and take all commercially reasonable action is originally scheduled (including, without limitation, as set forth in the hiring Proxy Statement) there are insufficient shares of a proxy solicitation firm of nationally recognized standingCompany Common Stock represented (either in person or by proxy) to solicit constitute a quorum necessary to conduct the Stockholder Approval. If business of the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).

Stockholders Meeting. The Company covenants that, promptly following the Closing Date, the Company shall take all corporate action necessary Subject to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval fiduciary obligations of the Company’s Board of Directors or any committee thereof under applicable Law, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary to convene a meeting of Record Holders of Common Shares (the “Stockholders Meeting”) as promptly as practicable after the date of mailing of the Proxy Statement to consider and vote upon the adoption of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Stockholders Meeting (i) with the consent of Parent; (ii) if as of the time for which the Stockholders Meeting is scheduled there are insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting; (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company or any committee thereof has determined in good faith after consultation with its 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; (“Stockholder Approval”iv) if required by Law; or (v) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.2(c) that it intends to make a Change of Recommendation in connection with a Superior Proposal or take action pursuant to Section 8.3(a) with respect to a Superior Proposal and the issuance of the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant notice period contemplated by Section 6.2(c) with respect to such notice has not been reached. Subject to Section 2(c) thereof. In connection therewith6.2, the Company will file with the Commission proxy materials (including a proxy statement and form Board 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders Directors of the Company shall include the Company Recommendation in connection with the Stockholders’ Meeting, and the Proxy Statement and shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed take all reasonable lawful action to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of solicit proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to from the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring such adoption of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)this Agreement.

Stockholders Meeting. The Company covenants Merger Agreement provides that, promptly if required by applicable law, the Company, acting through the Board, shall (i) following the Closing Dateexpiration of the Offer, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ "Stockholders Meeting”), which shall occur not later than September 30, 2024, ") for the purpose of seeking voting on the Merger Agreement and the transactions contemplated thereby, (ii) hold the Stockholders Meeting as soon as practicable after the purchase of Shares pursuant to the Offer and (iii) unless taking such action would be inconsistent with the fiduciary duties of the Board or the directors constituting the Special Committee to stockholders of the Company imposed by law, as determined by such directors in good faith and after consultation with independent legal counsel, recommend to its stockholders the approval of the Company’s stockholders Merger Agreement and the transactions contemplated thereby; provided, however, that the Board shall not be obligated to recommend the Merger Agreement or the transactions contemplated thereby if, at or prior to the Stockholders Meeting, a Superior Proposal (“Stockholder Approval”as defined below) has been received and if with respect to thereto the issuance of Special Committee or the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants pursuant to Section 2(cBoard determines in good faith (after consultation with its legal counsel) thereof. In connection therewith, the Company will file that taking such action would be inconsistent with the Commission proxy materials (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 its fiduciary duties to the stockholders of the Company. The If a Stockholders Meeting is called, the Company will comply with Section 14(a) use its reasonable best efforts to solicit from the stockholders of the Exchange Act Company proxies in favor of the approval and adoption of the Merger Agreement and the rules promulgated thereunder transactions contemplated thereby and to secure the vote or consent of stockholders required for such approval, unless otherwise required by applicable fiduciary duties, as determined by such directors in relation good faith after consultation with independent legal counsel. At the Stockholders Meeting, Purchaser will cause all the Shares then owned by Purchaser or the Cherry Family Members to be voted in favor of the Merger. The Merger Agreement provides that, notwithstanding the foregoing, if Purchaser, or any proxy statement direct or indirect subsidiary of Purchaser, acquires at least 90 percent of the outstanding Shares (as amended or supplementedassuming that all Shares owned by the Cherry Family Members are transferred to Purchaser), the “Proxy Statement”) parties to the Merger Agreement shall take all necessary and any form appropriate action to cause the Merger to become effective as soon as practicable after the consummation of proxy the Offer, without a meeting of stockholders of the Company, in accordance with the "Short-Form Merger" provisions of the DGCL. Unless Purchaser or other stockholders of the Company execute consents in lieu of a stockholders meeting adequate to approve the Merger, the Merger Agreement is required to be sent submitted to the stockholders of the Company in connection with whether or not 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, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover Board determines at any time prior subsequent to declaring its advisability that the Stockholders’ Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that Merger Agreement is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders no longer advisable and recommends that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)reject it.

Stockholders Meeting. The Company covenants that, promptly Promptly following the Closing Issuance Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (which may be its annual meeting) (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30March 31, 20242015, for the purpose of seeking approval of the Company’s stockholders to either (“Stockholder Approval”i) with respect increase the number of shares of Common Stock the Company is authorized to the issuance issue or (ii) effect a reverse split of the Warrant Shares issuable upon Common Stock, in either event sufficient to permit the “alternative cash exercise” exercise in full of the Class A Warrants pursuant to Section 2(cand the Underwriter Warrants (as defined in the Underwriting Agreement) thereofin accordance with their terms (a “Capital Event”). In connection therewith, the Company will as soon as reasonably practicable after the Issuance Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders’ 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ 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’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective its affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Rxxx Capital Partners, LLC (the Placement Agent“Underwriter”) thereof. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval Capital Event at the Stockholders’ Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approvalapproval of the stockholders for the Capital Event. If No later than two (2) business days following stockholder approval of the Company does not obtain Stockholder Approval at the Stockholders’ MeetingCapital Event, the Company shall call file with the Secretary of State of Delaware a meeting every three certificate of amendment to the Company’s Certificate of Incorporation to effect the Capital Event, which certificate of amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the Capital Event no later than one (31) months thereafter business day after such filing. The date on which the Capital Event becomes effective is referred to seek shareholder approval until herein as the date “Capital Event Date.” In the event that stockholder approval the Capital Event is obtained not approved by the stockholders of the Company in accordance with applicable law and the requirements of the Company’s Certificate of Incorporation and Bylaws on or before ·, 2015 (the “Stockholder Approval Capital Event Deadline Date”), the Holders of the Class A Warrants issued by the Company on the Issuance Date shall be entitled to receive an aggregate cash payment, as liquidated damages and not as a penalty, in an aggregate amount of $2,500,000 (the “Liquidated Damages Amount”). Not later than the close of business on the Capital Event Deadline Date, the Company shall irrevocably deposit the Liquidated Damages Amount with an escrow agent reasonably acceptable to the Underwriter (the “Escrow Agent”), the Liquidated Damages Amount to be held in trust for the benefit of the Holders entitled to payment thereof as provided in this paragraph. The Escrow Agent shall fix or cause to be fixed a record date (the “Record Date”) for determining the Holders of the Class A Warrants entitled to payment of the Liquidated Damages Amount and a payment date (the “Payment Date”) on which the Liquidated Damages Amount is to be paid to such Holders. No Payment Date may be less than fifteen (15) days or more than thirty (30) days after the Record Date. At least fifteen (15) days before the Record Date, the Escrow Agent shall mail or cause to be mailed, first-class postage prepaid, to each record Holder of the Class A Warrants, with a copy to the Company, a notice at the Holder’s address as it appears in the Escrow Agent’s books and records, setting forth the Record Date, the Payment Date and an estimate of the Per Warrant Amount (as defined in the following sentence). On the Payment Date, the Escrow Agent shall pay to each record Holder of the Class A Warrants at the close of business on the Record Date (each, a “Record Holder”) an amount equal to (A) the quotient obtained by dividing (i) the Liquidated Damages Amount by (ii) the number of Warrant Shares issuable upon the exercise of the Class A Warrants outstanding on the Record Date (the “Per Warrant Amount”), times (B) the number of Warrant Shares issuable upon the exercise of the Class A Warrants held by the Record Holder as of the close of business on the Record Date. Any such payment shall be by check payable to the order of the Record Holder unless otherwise requested by such Record Holder. The provisions of this Section 8(a) may not be modified, amended or deleted without the Underwriter’s prior written consent.

Stockholders Meeting. The Company covenants that(a) Parent will take, promptly following the Closing Datein accordance with applicable Law and its certificate of incorporation and bylaws, the Company shall take all corporate action necessary to call convene a meeting of its stockholders holders of Shares (the “Stockholders’ Stockholders Meeting”), which shall occur ) as promptly as practicable and in any event not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders fortieth (“Stockholder Approval”40th) with respect to the issuance of the Warrant Shares issuable upon 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 (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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting, and the Proxy Statement shall not, on calendar day immediately following the date that of mailing of the Proxy Statement (or any amendment thereof or supplement thereto) and if such day is not a Business Day, on the first mailed Business Day subsequent to stockholders or at such day), to consider and vote upon the time approval and adoption of the Stockholders’ Meetingthis Agreement and to cause such vote to be taken, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein and shall not false or misleadingpostpone, recess, or omit to state any material fact necessary to correct any statement in any earlier communication with respect adjourn such meeting except to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time extent required by applicable Law and with prior notice to Parent or, if: (i) on a date that is two (2) Business Days prior to the Stockholders’ Meetingdate the Stockholders Meeting is scheduled (the “Original Date”), (A) Parent has not received proxies representing the Requisite Company Vote, whether or not a quorum is present, or (B) it is necessary to ensure that any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy StatementStatement is required to be delivered and in each case, if Purchaser so requests or Parent elects, Parent shall postpone, recess, or adjourn, or make one or more successive postponements, recesses, or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed, recessed, or adjourned more than ten (10) days in addition connection with any one postponement, recess, or adjournment or more than an aggregate of thirty (30) days from the Original Date in reliance on the preceding sentence; or (ii) within the five (5) Business Days prior to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders Original Date or any date that the stockholders vote Stockholders Meeting is then scheduled to be held, Parent delivers a notice of an intent to make a Change of Recommendation, Purchaser may direct Parent to postpone, recess, or adjourn the Stockholders Meeting for up to ten (10) Business Days and Parent shall promptly, and in favor of any event no later than the proposals for Stockholder Approval at next Business Day, postpone, recess, or adjourn the Stockholders’ Stockholders Meeting in accordance with Purchaser’s direction and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)applicable Law.

Stockholders Meeting. The Company covenants thatCompany, promptly following the Closing Date, acting through the Company shall take all corporate action necessary to call Board (or a meeting of its stockholders (the “Stockholders’ Meeting”committee thereof), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to the issuance of the Warrant Shares issuable upon 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 (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 following confirmation by the SEC that the SEC has no further comments on the Proxy Statement, take all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the stockholders purpose of the Company. The Company will comply with Section 14(a) of the Exchange Act approving and the rules promulgated thereunder in relation to adopting this Agreement (including any proxy statement (as amended adjournment or supplementedpostponement thereof, the “Proxy StatementStockholders Meeting”) and any form of proxy to be sent shall not postpone, recess or adjourn such meeting; provided that the Company may postpone, recess or adjourn such meeting (i) to the stockholders of extent required by applicable Law, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company in 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, contain any untrue statement of a material fact or omit to state any material fact reasonably believes necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If obtain the Company should discover at any Requisite Vote, (iii) if as of the time prior to for which the Stockholders’ Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that Stockholders Meeting is required to be originally scheduled (as set forth in a supplement or amendment to the Proxy Statement, ) there are insufficient Shares represented (either in addition person or by proxy) and voting to constitute a quorum necessary to conduct the Company’s obligations under business of the Exchange Act, Stockholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company will promptly inform the Placement Agent. The Board shall recommend has determined in good faith after consultation with outside counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting to the extent so determined to be necessary; provided that the stockholders vote 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 (such consent not to be unreasonably withheld, conditioned or delayed). The Company, acting through the Company Board (or a committee thereof), shall (a) subject to Section 6.1(c), include in favor the Proxy Statement the Recommendation, (b) include the written opinion of the proposals for Stockholder Approval at Financial Advisor, dated as of the Stockholders’ Meeting and take all commercially reasonable action (includingdate of this Agreement, without limitationthat, as of such date, the hiring Per Share Merger Consideration is fair, from a financial point of a proxy solicitation firm view, to the holders of nationally recognized standingthe Common Stock (other than Parent and its affiliates) and (c) subject to solicit the Stockholder Approval. If Section 6.1(c), use its reasonable best efforts to obtain the Company does not Requisite Vote, including to actively solicit proxies necessary to obtain Stockholder Approval at the Stockholders’ MeetingCompany Requisite Vote; provided that the Company Board may fail to include the Recommendation in the Proxy Statement or withdraw, modify or change the Recommendation, or formally resolve to effect or publicly announce an intention to effect any of the foregoing (a “Change of Recommendation”) and, following such Change of Recommendation, shall no longer be obligated to use its reasonable best efforts to obtain the Company Requisite Vote (including no longer being obligated to actively solicit proxies necessary to obtain the Company Requisite Vote, provided, that, the Company shall call provide Parent with such information and cooperation to permit Parent to solicit such proxies, and provided, further, that the Company shall take all reasonable action necessary to duly call, give notice of, convene and hold the Stockholders Meeting), if (x) (A) a meeting every three bona fide Acquisition Proposal that was not initiated, solicited, encouraged or facilitated in violation in any material respect of this Agreement is made to the Company 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 (3B) months thereafter to seek shareholder approval until there exists any event, development, change, effect or occurrence 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) if it shall have determined in good faith, after consultation with outside legal counsel to the Company, that stockholder 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 Law and (z)(A) if such Change of Recommendation is made in response to an Acquisition Proposal, the Company complies with the provisions of Section 6.1(c) or (B) if such Change of Recommendation is not made in response to an Acquisition Proposal, the Company 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 three Business Days before taking such action. Notwithstanding anything to the contrary contained in this Agreement, (a) the Company shall not be required to hold the Stockholders Meeting if this Agreement is terminated in accordance with its terms and (b) even if subsequent to the date of this Agreement the Company Board makes a Change of Recommendation, the Company nevertheless shall submit this Agreement to the holders of Shares for approval and adoption at the Stockholders Meeting unless and until this Agreement is obtained (the “Stockholder Approval Date”)terminated in accordance with its terms.

Stockholders Meeting. The Company covenants that, Detective shall as promptly as practicable following the Closing Date, the Company shall take all corporate action necessary date of this Agreement call and cause to call be held a stockholders meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than September 30, 2024, for the purpose of seeking approval of approving the Company’s stockholders (“Stockholder Approval”) with respect to Merger and the issuance of the Warrant Detective Shares issuable upon and the “alternative cash exercise” Lynx Option and the other matters contemplated by this Agreement including, without limitation, the Amended and Restated Certificate of Incorporation of Detective, which shall be in form and substance reasonably satisfactory to Detective and Lynx (the "AMENDED CHARTER"), and the election of the Warrants pursuant to Section 2(c) thereofPost-Closing Directors. In connection therewith, subject to Section 6.03(b), the Company will Board of Directors of Detective shall declare advisable and recommend the approval of the Merger, the Amended Charter, the election of the Post-Closing Directors to Detective's Board of Directors and such other matters necessary in connection with the consummation of the transactions contemplated herein, and shall prepare and file with the Commission proxy materials (including a proxy statement SEC under the Exchange Act, and form of proxy) for shall use at all reasonable efforts to have promptly cleared by the Stockholders’ Meeting andSEC, after receiving and promptly responding thereafter shall mail to its stockholders, the proxy materials, as they may be amended and supplemented, to be used in connection with such stockholder meeting (the "PROXY MATERIAL"). Detective shall provide Lynx with a reasonable opportunity to review and comment upon the Proxy Material prior to its filing with the SEC and distribution to Detective's stockholders. Detective shall promptly and properly prepare and file any other filings required under the Exchange Act or any other Federal or state laws relating to the transactions contemplated herein (collectively, the "OTHER FILINGS"). Detective shall notify Lynx promptly of the receipt of any comments of the Commission thereonSEC and of any request by the SEC for amendments or supplements to the Proxy Material or by any other governmental official with respect to any Other Filings or for additional information and will supply Lynx with copies of all correspondence between Detective and its representatives, on the one hand, and the SEC or the members of its staff or any other appropriate government official, on the other hand, with respect to the Proxy Material and any Other Filings. Detective shall obtain and furnish the information required to be included in the Proxy Material and any Other Filings; and Detective, after consultation with Lynx, shall as soon as (and Lynx agrees to reasonably practicable mail such proxy materials cooperate with Detective in connection therewith) respond promptly to any comments made by the SEC with respect 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 supplemented, the “Proxy Statement”) Material and any Other Filings and any preliminary version thereof and cause the Proxy Material and related form of proxy to be sent mailed to its stockholders at the earliest practicable time. Detective shall notify Lynx of its intention to mail the Proxy Material to the stockholders of Detective at least 48 hours prior to the Company intended time of such mailing. Detective represents and warrants that the information (other than information with respect to the Lynx Companies which is supplied by Lynx in connection with the Stockholders’ Meeting, and writing to Detective specifically for use in the Proxy Statement shall Material) contained in the Proxy Material will not, on at the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed of mailing to Detective's stockholders or at the time date of the Stockholders’ Meetingsuch stockholder meeting, contain any untrue statement which, at the time and in light of a material fact the circumstances under which it is made, be false or omit misleading with respect to state any material fact necessary in order required to make the statements made be stated therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such stockholder meeting. Detective represents and warrants that the Proxy Material will comply as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. Lynx and Lynx Parent represent and warrant that the information supplied by Lynx or Lynx Parent in writing to Detective and Acquisition Sub specifically for use in the Stockholders’ Meeting Proxy Material will not, at the date of mailing to Detective's stockholders or at the date of such stockholder meeting, contain any statement which, at the time and in light of the circumstances under which has become it is made, be false or misleading. If the Company should discover at misleading with respect to any time prior to the Stockholders’ Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is material fact required to be set forth stated therein or necessary to correct any statement in a supplement or amendment any earlier communication with respect to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor solicitation of the proposals proxies for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that such stockholder approval is obtained (the “Stockholder Approval Date”)meeting.

Stockholders Meeting. The Company covenants that, promptly (a) Promptly following the Initial Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Stockholders Meeting”), which shall occur not later than September 30, 2024, ) for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”) with respect to for the issuance of the Call Shares, the Call Exercise Warrants, the Second Closing Warrants, the Aggregate Incremental Warrant Shares and the Warrant Shares issuable upon the “alternative cash exercise” of the Warrants exercise or otherwise pursuant to Section 2(c) thereofthe Second Closing Warrants (the "Proposal”). In connection therewith, no later than twenty-one (21) calendar days after the Initial Closing Date, the Company will shall prepare and file with the Commission proxy materials (including SEC a proxy statement for the Stockholders Meeting (together with any amendments thereof or supplements thereto and form of proxyany other required proxy materials, the “Proxy Statement”). The Company shall use its reasonable Best Efforts to cause the Proxy Statement to be cleared by the SEC (“SEC Clearance”) 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 mailed to the stockholders of the Company as promptly as practicable after filing. The Company shall provide the Call Investors and their counsel with copies of any written comments or correspondence, and shall inform them of any oral comments or discussions, that the Company or its counsel may receive or have from time to time with the SEC or its staff with respect to the Proxy Statement promptly after such discussions, or the Company’s receipt of such comments or correspondence, and any written or oral responses thereto. The Company shall respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Stockholders Meeting shall occur not later than January 31, 2009 (the “Stockholders Meeting Deadline”); provided however, that if, notwithstanding the exercise of the Company’s reasonable Best Efforts, the Company is unable to obtain SEC Clearance of the Proxy Statement by January 1, 2009, the Stockholders Meeting Deadline shall be automatically extended to February 28, 2009. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. 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 supplemented, the “Proxy Statement”) and any form of proxy Statement to be sent to the stockholders of the Company in connection with the Stockholders’ 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’ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Stockholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Stockholders’ Meeting, Stockholders Meeting any event relating to the Company or the Subsidiary or any of their respective its affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”)Investors thereof.

Stockholders Meeting. The Company covenants that, promptly following (a) In order to consummate the Closing DateMerger, the Company, acting through the Company shall take all corporate action necessary to call Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “"Stockholders’ ' Meeting”), which shall occur not later than September 30, 2024, ") as promptly as practicable after the date of this Agreement for the purpose of seeking voting on the approval and adoption of this Agreement and the Company’s stockholders Merger (“the "Company Stockholder Approval”"); (ii) prepare and file with the SEC a preliminary proxy statement relating to the Merger and this Agreement (the "Proxy Statement") and use its best efforts to obtain and furnish the information required to be included by 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 issuance preliminary Proxy Statement and cause a definitive Proxy Statement to be mailed to its stockholders at the earliest practicable time; (iii) each party to this Agreement will notify the other parties promptly of the Warrant Shares issuable upon the “alternative cash exercise” receipt of the Warrants pursuant to Section 2(c) thereof. In connection therewith, the Company will file with the Commission proxy materials (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 thereonSEC, shall as soon as reasonably practicable mail such proxy materials if any, and of any request by the SEC for amendments or supplements to the stockholders Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its representatives, on 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 supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meetingone hand, and the Proxy Statement shall notSEC or members of its staff, 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’ Meetingother hand, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies Proxy Statement or the Stockholders’ Meeting which has become false or misleadingMerger. If the Company should discover (A) at any time prior to the Stockholders’ ' Meeting, any event should occur relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to its Subsidiaries which should be set forth in an amendment of, or a supplement or amendment to to, the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform Parent and (B) if at any time prior to the Placement Agent. The Board Stockholders' Meeting, any event should occur relating to Parent or Purchaser or any of their respective subsidiaries or affiliates, or relating to the plans of any such persons for the Company after the Effective Time, that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (A) or (B) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall recommend file and, if required, mail such amendment or supplement to the Company’s 's stockholders; provided, prior to such filing or mailing, the Company and Parent shall consult with each other with respect to such amendment or supplement. The Company and its counsel shall permit Parent and its counsel to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, the Merger or this Agreement; (iv) subject to Section 5.6, include in the Proxy Statement the recommendation of the Board that stockholders that of the stockholders Company vote in favor of the proposals for Stockholder Approval at approval of the Stockholders’ Meeting Merger and take the adoption of this Agreement; and (v) use all commercially reasonable efforts to solicit from holders of shares of Company Common Stock proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote or consent of stockholders required by the DGCL to effect the Merger. (including, without limitationb) The Company hereby represents that Lazard Freres & Co. LLC, the hiring Company's independent financial advisor, has, subject to the terms of a proxy solicitation firm its engagement letter with the Company, consented to the inclusion of nationally recognized standingreferences to its opinion in the Proxy Statement. (c) to solicit the Stockholder Approval. If Parent will provide the Company does not obtain Stockholder Approval at with the Stockholders’ Meetinginformation concerning Parent and Purchaser required to be included in the Proxy Statement. (d) Parent shall vote, or cause to be voted, in favor of the approval of the Merger and the approval and adoption of this Agreement all shares of Company shall call a meeting every three (3) months thereafter to seek shareholder approval until the date that stockholder approval is obtained (the “Stockholder Approval Date”).Common Stock owned by Parent, Purchaser or any of Parent's other Subsidiaries. Section 5.6

Stockholders Meeting. The Company covenants that, promptly following Subject to a termination of this Agreement in accordance with Article VI and the Closing Dateprovisions of this Agreement, the Company shall (i) take all corporate reasonable action necessary in accordance with the DGCL, the rules and regulations of the NYSE and in accordance with applicable Laws and its Charter and By-Laws to call duly call, give notice of, convene and hold a meeting of its stockholders the holders of Shares for purposes of obtaining the Company Requisite Vote (the “Stockholders’ Stockholders Meeting”) as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement (the date of which shall be selected after reasonable consultation with Parent), which shall occur not later than September 30, 2024, for the purpose of seeking approval of the Company’s stockholders (“Stockholder Approval”ii) with respect to the issuance of the Warrant Shares issuable upon 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 (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 following the date the SEC staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, duly call and give notice of, and commence mailing of the Proxy Statement to the stockholders holders of Shares as of the Companyrecord date (selected after reasonable consultation with Parent) established for the Stockholders Meeting, (iii) reasonably cooperate with Parent in initiating a “broker search” in accordance with Rule 14a-13 of the 1934 Act as necessary to cause the Company to comply with its obligations set forth in the foregoing clauses (i) and (ii), and (iv) subject to a Change of Recommendation, use all reasonable efforts to solicit from the holders of Shares proxies in favor of the approval of the Agreement. The Company will comply may adjourn or postpone the Stockholders Meeting to a later date (A) with Section 14(athe consent of Parent, (B) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of extent the Company believes in connection with the Stockholders’ Meetinggood faith that such adjournment or postponement is reasonably necessary, and the Proxy Statement shall not, on the date (1) to ensure that the Proxy Statement any required (or any amendment thereof or supplement theretoby applicable Law) is first mailed to stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Stockholders’ Meeting which has become false or misleading. If the Company should discover at any time prior to the 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 set forth in a supplement or amendment to the Proxy Statement, in addition Statement is provided to the Company’s obligations under holders of Shares within a reasonable amount of time in advance of the Exchange ActStockholders Meeting, (2) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company will promptly inform the Placement Agent. The Board shall recommend to the Company’s stockholders Requisite Vote (including after commencement of an Acquisition Proposal that the stockholders vote in favor is a tender offer or exchange offer), or (3) if, as of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring original date of a proxy solicitation firm of nationally recognized standing) to solicit the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Shareholders Meeting, the Company is unable to obtain a quorum of its shareholders at the Stockholders Meeting necessary to conduct the business of the Stockholders Meeting, to ensure that there are sufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Subject to Section 4.2, the Company Board shall call recommend that the holders of the Shares adopt this Agreement, and the Company shall (a) include the Company Recommendation in the Proxy Statement and (b) comply in all material respects with all legal requirements applicable to such meeting. Notwithstanding the foregoing, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders Meeting shall not be postponed or adjourned (x) by more than ten calendar days at a meeting every three time or (3y) months thereafter to seek shareholder approval until by more than 30 calendar days in the aggregate after the date that stockholder approval on which the Stockholders Meeting was originally scheduled. In no event will the record date of the Stockholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), unless required by applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to applicable Law, unless and until this Agreement is obtained terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Stockholders Meeting under this Agreement shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, and once established, the Company shall not change the record date for the Company Stockholders Meeting or postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent (the “Stockholder Approval Date”except as contemplated by this Section 4.4).