Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to vote at convene and hold a special or annual meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 6.2, the Company’s Board of Directors shall include the Company Recommendation in the Prospectus/Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.4(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineCompany Stockholders Meeting. (b) Notwithstanding any Change in Recommendation, the Company shall cause an additional Stockholder nonetheless submit this Agreement to the holders of Shares for adoption at the Company Stockholders Meeting unless this Agreement is terminated in accordance with Article VIII prior to approve the Stockholder Resolutions Company Stockholders Meeting. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to be called voted on by the Company’s stockholders in connection with the adoption of this Agreement and held at each otherwise convened special or annual meeting of the transactions contemplated hereby) that the Company shall propose to be acted on by the stockholders of the Company, which special or annual meetings must be called and held Company at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to vote at duly give notice of, convene and hold (in person or virtually, in accordance with applicable Law) the Company Stockholders Meeting, to be held as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within forty-five (45) days thereof). Except where a special or annual meeting Company Change of Recommendation has been made in compliance with Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Proxy Statement shall include the Company Board Recommendation. The Company shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement, use its reasonable best efforts to obtain the Company Stockholder Approval and submit the proposal to adopt this Agreement to the stockholders of the Company at the Company Stockholders Meeting. The Company shall ensure that all proxies solicited in connection with the Company Stockholders Meeting are solicited in compliance with any applicable Laws. Notwithstanding anything to the contrary contained in this Agreement, the Company (the “Stockholder Meeting”), which initially i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement 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 with the written consent of Parent 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 (x) unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than ten (10) Business Days after the date for which the meeting was previously scheduled except as may be required by applicable Law; (y) the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Outside Date; and (z) no such adjournment or postponement may have the effect of changing the record date for determining the stockholders of the Company entitled to notice of or to vote at the Company Stockholders Meeting without the written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed). If requested by Parent, the Company shall promptly called provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and held not later than October 31, 2015 (shall otherwise keep Parent reasonably informed regarding the “Stockholder Meeting Deadline”), a proxy statement substantially in status of the form which solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been previously reviewed a Company Change of Recommendation made in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by the Investors and a counsel of their choice, at the expense any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. The Company, soliciting each in consultation with Parent, shall fix a record date for determining the stockholders of the Company entitled to notice of, and to vote at, the Company Stockholders Meeting, the Company shall not change such stockholder’s affirmative vote record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure, including any adjournment proposal) that the Company shall propose to be acted on by the stockholders of the Company at the Stockholder Company Stockholders Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts not submit any other proposal to solicit its stockholders’ approval such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement or the consummation of the Stockholder Resolutions Transactions) and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, (ii) the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual not call any meeting of the stockholders of the CompanyCompany (or solicit any other stockholder action by written consent) other than the Company Stockholders Meeting. (b) Without limiting the generality of the foregoing, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend unless this Agreement shall have been terminated pursuant to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtainedArticle VIII, the Company agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting pursuant to this Section 6.5 shall cause an additional Stockholder Meeting not be affected by the making of a Company Change of Recommendation and its obligations pursuant to this Section 6.5 shall not be held each calendar quarter affected by the commencement, announcement, disclosure, or communication to the Company of any Company Competing Proposal or other proposal (including, as applicable, a Company Superior Proposal) or the occurrence or disclosure of any Company Intervening Event. (c) Immediately after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedexecution of this Agreement, Parent shall duly adopt this Agreement in its capacity as the sole stockholder of Merger Sub Inc. in accordance with applicable Law and the Organizational Documents of Merger Sub Inc. and deliver to the Company evidence of its vote or action by written consent so adopting this Agreement.

Stockholders Meeting. The Company (a) Firefly shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of take all of the Securities as described in the Agreement action necessary in accordance with applicable law Laws and rules the Organizational Documents of Firefly to duly give notice of, convene and regulations hold a meeting of The NASDAQ Stock Marketits stockholders for the purpose of obtaining the Firefly Stockholder Approval, including to be held as promptly as practicable following the issuance clearance of the Warrant Shares upon exercise Joint Proxy Statement by the SEC and the Registration Statement being declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Unless there has been a Firefly Change of Recommendation in accordance with Section 6.3, the Firefly Board shall recommend that the stockholders of Firefly approve and adopt this Agreement at the Firefly Stockholders Meeting and the Firefly Board shall solicit from stockholders of Firefly proxies in favor of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” adoption of this Agreement and the date such approval is obtained, the “Stockholder Approval Date”)Transactions, and the Company Joint Proxy Statement shall include the Firefly Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Firefly (i) shall be required to adjourn or postpone the Firefly Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to Firefly’s stockholders or (B) if, as of the time for which the Firefly Stockholders Meeting is scheduled, there are insufficient shares of Firefly Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Firefly Stockholders Meeting and (ii) may adjourn or postpone the Firefly Stockholders Meeting if, as of the time for which the Firefly Stockholders Meeting is scheduled, there are insufficient shares of Firefly Common Stock represented (either in person or by proxy) to obtain the Firefly Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Firefly Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date for which the meeting was previously scheduled (it being understood that such Firefly Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Firefly Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Firefly Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by Ohm, Firefly shall promptly provide Ohm with all voting tabulation reports relating to the Firefly Stockholders Meeting that have been prepared by Firefly or Firefly’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Ohm reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Firefly’s stockholders with respect thereto. Unless there has been a Firefly Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use its their reasonable best efforts to solicit defend against any efforts by any of Firefly’s stockholders or any other Person to prevent the Firefly Stockholder Approval from being obtained. Once Firefly has established a record date for the Firefly Stockholders Meeting, Firefly shall not change such record date or establish a different record date for the Firefly Stockholders Meeting without the prior written consent of Ohm (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its stockholders’ approval Organizational Documents or in connection with a postponement or adjournment of the Firefly Stockholders Meeting permitted hereunder. (b) Ohm shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Ohm to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Ohm Stockholder Resolutions Approval and the Ohm Charter Amendment Approval, to cause be held as promptly as practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement being declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Unless there has been an Ohm Change of Recommendation in accordance with Section 6.4, the Ohm Board to shall recommend that the stockholders of Ohm approve the Ohm Stock Issuance and the Ohm Board shall solicit from stockholders of Ohm proxies in favor of the Ohm Stock Issuance, and the Joint Proxy Statement shall include the Ohm Board Recommendation. Notwithstanding anything to the stockholders that they approve the Stockholder Resolutions. The Company contrary contained in this Agreement, Ohm (i) shall be obligated required to seek adjourn or postpone the Ohm Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to Ohm’s stockholders or (B) if, as of the time for which the Ohm Stockholders Meeting is scheduled, there are insufficient shares of Ohm Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Ohm Stockholders Meeting and (ii) may adjourn or postpone the Ohm Stockholders Meeting if, as of the time for which the Ohm Stockholders Meeting is scheduled, there are insufficient shares of Ohm Common Stock represented (either in person or by proxy) to obtain the Ohm Stockholder Approval and the Ohm Charter Amendment Approval; provided, however, that unless otherwise agreed to by the Stockholder Meeting Deadline. If, despite the Company’s best effortsParties, the Stockholder Approval Ohm Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date for which the meeting was previously scheduled (it being understood that such Ohm Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Ohm Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Ohm Stockholders Meeting shall not obtained be adjourned or postponed to a date on or after three (3) Business Days prior to the Stockholder Outside Date. If requested by Firefly, Ohm shall promptly provide Firefly with all voting tabulation reports relating to the Ohm Stockholders Meeting Deadlinethat have been prepared by Ohm or Ohm’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Firefly reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Ohm’s stockholders with respect thereto. Unless there has been an Ohm Change of Recommendation in accordance with Section 6.4, the Company Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of Ohm’s stockholders or any other Person to prevent the Ohm Stockholder Approval and the Ohm Charter Amendment Approval from being obtained. Once Ohm has established a record date for the Ohm Stockholders Meeting, Ohm shall cause an additional Stockholder not change such record date or establish a different record date for the Ohm Stockholders Meeting without the prior written consent of Firefly (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to approve the Stockholder Resolutions to be called and held at each otherwise convened special do so by applicable Law or annual meeting its Organizational Documents or in connection with a postponement or adjournment of the stockholders of Ohm Stockholders Meeting permitted hereunder. (c) The Parties shall cooperate and use their reasonable best efforts to set the Company, which special or annual meetings must be called record dates for and held at least once in each six-month period after hold the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Firefly Stockholders Meeting and the Stockholder Approval is Ohm Stockholders Meeting, as applicable, on the same day and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of Firefly and Ohm agrees that its obligations to call, give notice of, convene and hold the Firefly Stockholders Meeting and the Ohm Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall not obtainedbe affected by the making of a Firefly Change of Recommendation or an Ohm Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be affected by the Company shall cause an additional Stockholder Meeting commencement, announcement, disclosure, or communication to be held each calendar quarter Firefly or Ohm, as applicable, of any Firefly Competing Proposal or Ohm Competing Proposal or other proposal (including, with respect to Firefly, a Firefly Superior Proposal) or the occurrence or disclosure of any Firefly Intervening Event or Ohm Intervening Event. (e) Immediately after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedexecution of this Agreement, Ohm shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to Firefly evidence of its vote or action by written consent so approving and adopting this Agreement.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of Company, acting through the Company Board (or a duly appointed committee thereof), shall promptly as practicable following the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval SEC Clearance Date”), and the Company shall use its reasonable best efforts to solicit take all action required under the DGCL, the Company Charter, the Company By-laws and the applicable requirements of Nasdaq necessary to promptly and duly call and give notice of, convene and hold as promptly as practicable a meeting of its stockholders’ approval stockholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders Meeting”); provided that the Stockholders Meeting shall be duly called and notice thereof given within five (5) business days of the Stockholder Resolutions SEC Clearance Date and set to cause be held on a date not later than thirty (30) days following the Board to recommend date on which such notice is given; provided, however, that the Company may postpone, recess or adjourn such meeting solely (i) to the stockholders that they approve extent required by Law, (ii) to allow reasonable additional time to solicit additional proxies to the Stockholder Resolutions. The extent the Company shall be obligated to seek reasonably believes necessary in order to obtain the Stockholder Approval Company Requisite Vote or (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 of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum is necessary to conduct the Stockholder Meeting Deadlinebusiness of the Stockholders Meeting. IfThe Company, despite acting through the Company’s best effortsCompany Board (or a committee thereof), shall, subject to Section 4.03, (a) make the Company Board Recommendation and include in the Proxy Statement the Company Board Recommendation and, subject to the consent of the Financial Advisor, the Stockholder Approval is not obtained on or prior written opinion of the Financial Advisor, and (b) use its reasonable best efforts to obtain the Company Requisite Vote. Notwithstanding anything to the Stockholder Meeting Deadlinecontrary contained in this Agreement, the Company shall cause an additional Stockholder not be required to hold the Stockholders Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval if this Agreement is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedvalidly terminated.

Stockholders Meeting. The Company (a) Seller shall provide each stockholder entitled take all action necessary under all applicable legal requirements to call, give notice of and hold a meeting of the holders of Seller's common stock to vote on a proposal to approve this Agreement and the Acquisition (the "Seller Stockholders' Meeting"). The Seller Stockholders' Meeting shall be held (on a date selected by Seller in consultation with Parent) as promptly as practicable. Seller shall ensure that all proxies solicited in connection with Seller Stockholders' Meeting are solicited in compliance with all applicable legal requirements. (b) Subject to Section 6.8(c): (i) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller unanimously recommends that Seller's stockholders vote to approve this Agreement and the Acquisition at the Seller Stockholders' Meeting (the unanimous recommendation of Seller's board of directors that Seller's stockholders vote to adopt this Agreement being referred to as the "Seller Board Recommendation"); and (ii) the Seller Board Recommendation shall not be withdrawn or modified in a special manner adverse to Parent, and no resolution by the board of directors of Seller or annual any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to Parent shall be adopted or proposed. (c) Notwithstanding anything to the contrary contained in Section 6.8, at any time prior to the adoption of this Agreement by the Required Seller Stockholder Vote, the Seller Board Recommendation may be withdrawn or modified in a manner adverse to Parent if: (i) a proposal to acquire (by merger or otherwise) all of the outstanding shares of Seller's common stock is made to Seller and is not withdrawn; (ii) Seller provides Parent with at least five business days prior notice of any meeting of stockholders Seller's board of directors at which such board of directors will consider and determine whether such offer is a Superior Proposal; (iii) Seller's board of directors determines in good faith that such offer constitutes a Superior Proposal; (iv) Seller's board of directors determines in good faith, after having taken into account the advice of Seller's outside legal counsel, that, in light of such Superior Proposal, the withdrawal or modification of the Company Seller Board Recommendation is required in order for Seller's board of directors to comply with its fiduciary obligations to Seller's stockholders under applicable law; and (v) neither Seller nor any of its Representatives shall have violated any of the “Stockholder Meeting”)restrictions set forth in Section 6.6. (d) Seller's obligation to call, which initially give notice of and hold the Seller Stockholders' Meeting in accordance with Section 6.8 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Proposal or other Acquisition Proposal, or by any withdrawal or modification of the Seller Board Recommendation. (e) Notwithstanding anything to the contrary contained in this Agreement, if the Seller Board Recommendation shall be promptly called and held not later than October 31withdrawn or modified in a manner adverse to Parent, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choicethen, at the expense request of Parent: (i) Seller shall call, give notice of and hold the Seller Stockholders' Meeting on a date and at a time and place determined by Parent; (ii) Seller shall set a record date for persons entitled to notice of, and to vote at, the Seller Stockholders' Meeting on a date determined by Parent; (iii) Seller shall cause its transfer agent to make a stockholder list and other stock transfer records relating to Seller available to Parent; (iv) Seller shall waive any standstill or similar provisions applicable to Parent; and (v) Seller shall render such other reasonable assistance to Parent in the solicitation of proxies by Parent in favor of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval adoption of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities this Agreement as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company Parent shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedrequest.

Stockholders Meeting. (a) The Company, acting through the Company Board, shall provide each stockholder entitled take all actions in accordance with applicable law, its Certificate of Incorporation and By-laws to vote at a special or annual meeting promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially include such recommendation in the form which has been previously reviewed by Proxy Statement/Prospectus, and (ii) neither the Investors and Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a counsel of their choicemanner adverse to the Parent, at the expense recommendation of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for Company Board that the Company’s issuance of all stockholders vote in favor of the Securities as described in Company Voting Proposal. Subject to the Agreement in accordance with applicable law and rules and regulations Company Board’s duty of The NASDAQ Stock Marketdisclosure, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit from its stockholders’ approval stockholders proxies in favor of the Stockholder Resolutions Company Voting Proposal and shall take all other action necessary or advisable to cause secure the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on vote or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting consent of the stockholders of the Company required by the rules of the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, which special after consultation with the Parent, may adjourn or annual meetings must be called and held at least once in each six-month period after postpone the Stockholder Company Stockholders Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company’s stockholders that they approve or, if as of the Stockholder Resolutions time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. (b) The Company shall call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.5 and shall submit the Company Voting Proposal to its stockholders for the purpose of acting upon such proposal whether or not (i) the Company Board at any such Stockholder Meeting and time subsequent to the Stockholder Approval is not obtaineddate hereof determines, in the manner permitted by Section 6.1(b) that the Company shall cause an additional Stockholder Meeting Voting Proposal is no longer advisable or recommends that the stockholders of the Company reject such proposal, or (ii) any actual, potential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedCompany.

Stockholders Meeting. (a) If, after the Acceptance Time, approval of the Stockholders is required under applicable Law to consummate the Merger, the Company shall, in accordance with and to the extent permitted by applicable Law: (i) as soon as practicable following the Acceptance Time, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Stockholders (the “Stockholders Meeting”) for the purpose of considering and taking action upon this Agreement and approving the Merger; (ii) as soon as practicable following the Acceptance Time, prepare and file with the SEC a preliminary proxy statement relating to the Merger and this Agreement (the “Proxy Statement”) and use reasonable best efforts to obtain and furnish the information required by the SEC to be included in such Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC to be included in such Proxy Statement and, subject to compliance with Federal Securities Laws, cause a notice of a special meeting and a definitive Proxy Statement to be mailed to the Stockholders at the earliest practicable time following the Acceptance Time; (iii) subject to Section 5.2, include in the Proxy Statement the Company Board Recommendation that Stockholders vote in favor of the approval and adoption of this Agreement and the Merger; and (iv) subject to Section 5.2, use its reasonable best efforts to obtain the necessary approvals of the Merger and this Agreement by the Stockholders. (b) The Company shall cause the Proxy Statement to comply in all material respects with the Federal Securities Laws. The Company shall consult with Parent and Merger Sub with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford Parent and Merger Sub reasonable opportunity to review and comment thereon prior to its filing. Parent and Merger Sub shall promptly furnish to the Company any and all information relating to Parent and Merger Sub required to be included in the Proxy Statement, including any information required under the Exchange Act and the rules and regulations promulgated thereunder. The Company shall provide each stockholder entitled Parent and its counsel in writing with any comments or other communications that the Company or its counsel may receive from time to vote at a special time from the SEC or annual meeting its staff with respect to the Proxy Statement (and any amendments or supplements thereto) promptly after receipt of stockholders such comments or other communications. (c) Parent and Merger Sub shall (i) promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall become false or misleading in any material respect and (ii) promptly notify the Company in writing, prior to the Closing, of the occurrence of any event which should be set forth in an amendment or supplement to the Proxy Statement. The Company (shall promptly notify Parent and Merger Sub in writing of the “Stockholder Meeting”)occurrence of any event relating to the Company or the transactions contemplated by this Agreement which should be set forth in an amendment or a supplement to the Proxy Statement. In the case of an amendment or supplement to the Proxy Statement being appropriate, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each with the cooperation of Parent and Merger Sub, will promptly prepare and mail such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), amendment or supplement and the Company shall use its best efforts consult with Parent and Merger Sub with respect to solicit its stockholders’ such amendment or supplement and shall afford Parent and Merger Sub reasonable opportunity to review and comment thereon prior to such mailing. The Company agrees to notify Parent and Merger Sub at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Stockholders. (d) Parent and Merger Sub each agree that at the Stockholders Meeting they will vote, or cause to be voted, all of the Shares then beneficially owned by them in favor of the approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting Merger and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedadoption of this Agreement.

Stockholders Meeting. (a) Unless this Agreement is validly terminated pursuant to, and in accordance with, Article VII, the Company shall duly call, give notice of and hold the Stockholders Meeting as promptly as practicable following the date on which the Proxy Statement is mailed to the Company Common Stockholders; provided that, without the prior written consent of Parent, (i) the Stockholders Meeting shall not be held later than forty-five (45) calendar days after the SEC Clearance Date and (ii) the Company may not adjourn or postpone the Stockholders Meeting; provided that nothing herein shall prevent the Company from postponing or adjourning the Stockholders Meeting (x) if there are holders of insufficient shares of the Company Common Stock present or represented by a proxy at the Stockholders Meeting to constitute a quorum at the Stockholders Meeting, (y) if the Company is required to postpone or adjourn the Stockholders Meeting by an Order or a request from the SEC or its staff or (z) to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company Common Stockholders within a reasonable amount of time in advance of the Stockholders Meeting. (b) The Company shall provide each stockholder establish a record date for purposes of determining Company Common Stockholders entitled to notice of and vote at a special or annual meeting of stockholders of the Company Stockholders Meeting (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Record Date”). Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). (c) At the Stockholders Meeting, unless there has been a Company Adverse Recommendation Change, (i) the Company Board of Directors shall make the Company Recommendation and (ii) the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Stockholder Resolutions Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and to cause the Board to recommend in accordance with, Article VII, this Agreement shall be submitted to the stockholders that they approve Company Common Stockholders for the Stockholder Resolutionspurpose of obtaining the Company Required Vote. The Company shall be obligated to seek to obtain shall, upon the Stockholder Approval by reasonable request of Parent, advise Parent at least on a daily basis on each of the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or last ten (10) Business Days prior to the Stockholder Meeting Deadlinedate of the Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than procedural matters) that the Company shall propose to be acted on by the Company Common Stockholders at the Stockholders Meeting. (d) Promptly after the execution of this Agreement, the Company shall cause an additional Stockholder Meeting to approve will contact the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting stockholders set forth on Section 5.5(d) of the Company Disclosure Letter and request that such stockholders of execute Voting Agreements in substantially the Companyform attached hereto as Exhibit A, which special or annual meetings must be called and held at least once in each six-month period after use commercially reasonable efforts to respond to any questions from such stockholders regarding the Stockholder Meeting Deadline until Voting Agreement, including by permitting Parent to discuss the Voting Agreement with such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtaineddirectly.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of call and hold the Company (Stockholders Meeting as promptly as practicable after the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing Registration Statement Effective Date for the Company’s issuance purpose of all voting upon the adoption of the Securities as described in the this Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), Parent and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and will cooperate with each other to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Stockholders Meeting to approve be held as soon as practicable following the Stockholder Resolutions mailing of the Proxy Materials to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company. The Company shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in favor of the adoption of this Agreement, which special and shall take all other action necessary or annual meetings must advisable to secure the Requisite Company Vote, except to the extent that the Board of Directors of the Company determines in good faith that doing so would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Law after consultation with its outside legal counsel (who may be called the Company's regularly engaged independent legal counsel). (b) The Parent shall call and held at least once in each six-month period hold the Parent Stockholders Meeting as promptly as practicable after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if Registration Statement Effective Date for the Board does not recommend to purpose of voting upon the stockholders that they approve issuance of the Stockholder Resolutions at any such Stockholder Meeting shares of Parent Common Stock in the Merger and the Stockholder Approval is not obtained, Parent and the Company shall will cooperate with each other to cause an additional Stockholder the Parent Stockholders Meeting to be held each calendar quarter after as soon as practicable following the Stockholder Meeting Deadline until mailing of the Proxy Materials to the stockholders of the Parent. The Parent shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in favor of the issuance of the shares of Parent Common Stock in the Merger, and shall take all other action necessary to secure the Requisite Parent Vote. Attached hereto as Exhibit C is a copy of the Voting Agreement dated the date hereof between certain holders of Parent Class B Common Stock and the Company (the "PARENT VOTING AGREEMENT"), providing for, among other things, the agreement of such Stockholder Approval holders of Parent Class B Common Stock to vote their shares in favor of issuance of the shares of Parent Common Stock in the Merger at the Parent Stockholders Meeting. Parent represents and warrants to the Company that as of the date hereof, the affirmative vote in person or proxy by the holders of Parent Class B Common Stock that are a party to the Parent Voting Agreement is obtainedsufficient to satisfy the Requisite Parent Vote.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to vote at duly give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall 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 favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (the “Stockholder Meeting”), which initially i) shall be promptly called and held not later than October 31, 2015 required to adjourn or postpone the Company Stockholders Meeting (A) to the “Stockholder Meeting Deadline”), a proxy statement substantially in extent necessary to ensure that any legally required supplement or amendment to the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for Joint Proxy Statement is provided to the Company’s issuance of all stockholders or (B) if, as of the Securities 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 unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the Agreement in accordance with applicable law foregoing clauses (i)(A) and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”)i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall use its best efforts not be adjourned or postponed to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend a date on or after three (3) Business Days prior to the stockholders that they approve the Stockholder ResolutionsOutside Date. The Company shall be obligated promptly provide Parent with all voting tabulation reports relating to seek to obtain the Stockholder Approval Company Stockholders Meeting that have been prepared by the Stockholder Meeting Deadline. If, despite Company or the Company’s best effortstransfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval is not obtained on or prior to from being obtained. Once the Stockholder Meeting DeadlineCompany has established a record date for the Company Stockholders Meeting, the Company shall cause an additional Stockholder not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to approve do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the Stockholder Resolutions to be called and held at each otherwise convened special prior written consent of Parent or annual as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC. Except as permitted by Section 6.4(e), the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance and the Parent Board shall solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by the Company, which special Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or annual meetings must be called Parent’s transfer agent, proxy solicitor or other Representative, and held at least once shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in each six-month period after accordance with Section 6.4, the Stockholder Meeting Deadline until such Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval is from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, provided that if Parent shall not change such record date or establish a different record date for the Board does Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not recommend be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (c) The Parties shall cooperate and use their reasonable best efforts to set the stockholders that they approve record dates for and hold the Stockholder Resolutions at any such Stockholder Company Stockholders Meeting and the Stockholder Approval is Parent Stockholders Meeting, as applicable, on the same day and within two (2) Business Days after the Exchange Offer Expiration Date and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall not obtainedbe affected by the making of a Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be affected by the commencement, announcement, disclosure, or communication to the Company or Parent, as applicable, of any Company Competing Proposal or Parent Competing Proposal or other proposal (including, with respect to the Company, a Company Superior Proposal) or the occurrence or disclosure of any Company Intervening Event or Parent Intervening Event. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Company shall cause an additional Stockholder not be required to convene the Company Stockholders Meeting after (x) the Company Chapter 11 Cases have commenced or (y) the Company stipulates to be held each calendar quarter bankruptcy relief after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedoccurrence of an Involuntary Insolvency Event pursuant to Section 6.24(a)(v). (e) Immediately after the execution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

Stockholders Meeting. (a) As promptly as reasonably practicable following the Closing Date, the Company shall prepare and file the Proxy Statement with the Commission. JLL shall cooperate, and provide to, the Company all such information as may be necessary or appropriate regarding the Purchasers for inclusion in the Proxy Statement. The Company shall, as promptly as practicable after receipt thereof, provide JLL copies of any written comments and advise JLL of any oral comments, with respect to the Proxy Statement received from the Commission. The Company shall provide each stockholder entitled advise JLL of any request by the Commission for amendment of the Proxy Statement. If at any time any information relating to vote at Company and the Purchasers, or any of their respective affiliates, officers or directors, should be discovered by the Company or JLL, which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a special material fact or annual meeting omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the Commission and disseminated to the stockholders of the Company. (b) The Company (shall call a stockholders' meeting, to be held as soon as reasonably practicable after the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense Commission's review of the CompanyProxy Statement, soliciting each such stockholder’s affirmative vote at for the purpose of voting upon the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”)Proposal, and the Company shall use its best all reasonable efforts to solicit cause such stockholders' meeting to be held within 120 days following the Closing Date. In connection with the Company's stockholders' meeting, (i) the Company shall mail the Proxy Statement to its stockholders’ , (ii) the Board of Directors shall recommend to its stockholders the approval of the Stockholder Resolutions Proposal, and to cause (iii) the Board of Directors and officers of the Company shall use their commercially reasonable efforts to recommend obtain the Requisite Stockholder Approval. (c) The Company covenants that (i) the Proxy Statement when filed with the Commission will comply as to form in all material respects with the applicable requirements of the Exchange Act, and (ii) at the time the Proxy Statement is first mailed to stockholders of the Company, and at the time such stockholders vote on approval of the matters for which Requisite Stockholder Approval is to be obtained, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing covenants contained in this Section 5.4(c) will not apply to statements or omissions included in the Proxy Statement based upon information furnished in writing to the stockholders that they approve Company by the Purchasers specifically for use therein. (d) In the event (i) the Board of Directors or any committee thereof withdraws, modifies, changes or qualifies, or publicly proposes to withdraw, modify, change or qualify, in a manner adverse to JLL its approval or recommendation of the Stockholder ResolutionsProposal or (ii) any member of the Board of Directors or any executive officer of the Company, directly or through a representative, makes or causes to be made a statement, publicly or for public dissemination, that indicates such person does not recommend or support, without qualification, the approval by the Company's stockholders of the Stockholder Proposal, within three business days of JLL's request therefor, the Board of Directors fails to reaffirm publicly and unconditionally its recommendation to the Company's stockholders of the Stockholder Proposal, the Company shall pay to JLL a fee, in cash, equal to $5 million. The Company shall pay such fee no later than five business days following JLL's written request therefor by wire transfer of immediately available funds in the amount set forth in the preceding sentence to such bank account as may be obligated designated by JLL. (e) The Company shall use its reasonable efforts to seek persuade Blue Cross and Blue Shield of Texas, a division of Health Care Service Corporation, to obtain the Stockholder Approval by the Stockholder Meeting Deadline. Ifexecute and deliver, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, mailing of the Company shall cause an additional Stockholder Meeting Proxy Statement to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special a voting agreement substantially in the form attached to this Agreement as Exhibit D or annual meetings must be called as otherwise agreed upon in good faith by the Company and held at least once JLL. (f) JLL shall, and shall cause any other Purchaser or any Person controlled by JLL or any Purchaser to, vote all of its shares of Preferred Stock (to the extent any such shares are entitled to vote thereon) and Common Stock in each six-month period after favor of the Stockholder Meeting Deadline until such Proposal at any meeting of the Company's stockholders with respect thereto. (g) The Company shall use its reasonable efforts to set the record date for the stockholders' meeting at which the Stockholder Approval is obtained, provided that if the Board does not recommend Proposal will be considered prior to the stockholders that they approve Company's earnings release for the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtainedquarter ended September 30, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained2000.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to vote at duly give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall 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 favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (the “Stockholder Meeting”), which initially i) shall be promptly called required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement 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 held (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 unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not later be adjourned or postponed to a date that is more than October 31, 2015 fifteen (15) Business Days after the “Stockholder date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting Deadline”), a proxy statement substantially shall be adjourned or postponed every time the circumstances described in the form which foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been previously reviewed a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by the Investors and a counsel of their choice, at the expense any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, soliciting each the Company shall not change such stockholder’s affirmative vote record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a nonbinding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure) that the Company shall propose to be acted on by the stockholders of the Company at the Stockholder Company Stockholders Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts not submit any other proposal to solicit its stockholders’ approval such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement or the consummation of the Stockholder Resolutions Transactions) and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, (ii) the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC. Except as permitted by Section 6.4(e), the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance and the Parent Board shall solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by the Company, which special Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or annual meetings must be called Parent’s transfer agent, proxy solicitor or other Representative, and held at least once shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in each six-month period after accordance with Section 6.4, the Stockholder Meeting Deadline until such Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval is from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, provided that if Parent shall not change such record date or establish a different record date for the Board does Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not recommend be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (c) The Parties shall cooperate and use their reasonable best efforts to set the stockholders that they approve record dates for and hold the Stockholder Resolutions at any such Stockholder Company Stockholders Meeting and the Stockholder Approval is not obtainedParent Stockholders Meeting, as applicable, on the same day and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall cause an additional Stockholder Meeting not be affected by the making of a Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be held each calendar quarter affected by the commencement, announcement, disclosure, or communication to the Company or Parent, as applicable, of any Company Competing Proposal or Parent Competing Proposal or other proposal (including, with respect to the Company, a Company Superior Proposal) or the occurrence or disclosure of any Company Intervening Event or Parent Intervening Event. (e) Immediately after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedexecution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

Stockholders Meeting. The Company shall provide each stockholder entitled shall, 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 rules of The Nasdaq Capital Market and the Restated Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company to vote at duly call, give notice of, convene and hold a special or annual meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of obtaining the Requisite Stockholder Approval. Subject to the ability of the 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 adoption of this Agreement and the approval of the transactions contemplated hereby, including the 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 adoption of this Agreement and the approval of the Merger at the Stockholders’ Meeting and the approval of the Recapitalization if the same is submitted to the holders of Company Common Stock for approval at the Stockholders’ Meeting. Notwithstanding anything to the contrary contained in this Agreement, 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 is provided to the Company’s stockholders within a reasonable amount of time in advance of the 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 of Company Common Stock represented (either in person or by proxy) to 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 (the “Stockholder Meeting”after consultation with legal counsel), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense an adjournment or postponement of the Company, soliciting each such stockholder’s affirmative vote at Stockholders’ Meeting would be consistent with the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all fiduciary duties of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance members of the Warrant Shares upon exercise board of directors of the Warrants (such affirmative approval being referred Company under applicable Law. Subject to herein as the “Stockholder Approval” and the date such approval is obtainedprovisions of this Agreement, the “Stockholder Approval Date”), and the Company shall will use its reasonable best efforts to solicit its stockholders’ from holders of Company Common Stock proxies in favor of the adoption of this Agreement and the approval of the Stockholder Resolutions transactions contemplated hereby, including the Merger, and to cause take all other action necessary or advisable to secure the Board to recommend to vote or consent of holders of Company Common stock required by the stockholders that they approve the Stockholder Resolutions. rules of The Company shall be obligated to seek Nasdaq Capital Market or applicable Laws to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedapprovals.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Stockholder Resolutions take, all action necessary to duly call, give notice of, convene, and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual hold a meeting of the stockholders of the CompanyCompany Common Stock (the “Stockholders Meeting”) as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon the adoption of this Agreement, which special meeting date shall be no later than thirty (30) Business Days after (a) the tenth (10th) day after the preliminary Proxy Statement has been filed with the SEC (or annual meetings must if such date is not a Business Day, the next succeeding Business Day) if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (b) if by such tenth (10th) day the SEC has informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement. The Company shall not submit any other proposals for approval at the Stockholders Meeting without the prior written consent of Parent (not to be called unreasonably withheld, conditioned or delayed), other than (x) procedural matters and held at least once matters required by applicable Law to be voted on by the Company’s stockholders in each sixconnection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-month period binding, advisory note to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger. The Company shall (A) provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Stockholder Meeting, and on the day of, but prior to the Stockholder Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval has been obtained. Following the distribution of the Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the Company may, without the written consent of Parent (not to be unreasonably withheld, conditioned or delayed), adjourn, recess or postpone the Stockholders Meeting (i) if the Company believes in good faith, after consultation with outside legal counsel, it will not receive proxies sufficient to obtain the Company Stockholder Approval, whether or not a quorum is present (provided that, the Company may not, without the prior written consent of Parent, adjourn or postpone the Stockholder Meeting Deadline until such Stockholder Approval more than ten (10) Business Days on any single occasion), (ii) if it is obtained, provided necessary to adjourn or postpone the Stockholders Meeting to ensure that if the Board does not recommend holders of Company Common Stock are given sufficient time to evaluate any required supplement or amendment to the stockholders that they approve Proxy Statement (as determined by the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtainedCompany in good faith after consultation with its outside legal counsel) (provided that, the Company shall cause an additional Stockholder Meeting may not, without the prior written consent of Parent (not to be held each calendar quarter after unreasonably withheld, conditioned or delayed), adjourn or postpone the Stockholder Meeting Deadline until more than ten (10) Business Days on any single occasion), or (iii) if and to the extent such adjournment or postponement of the Stockholder Meeting is required by Law. The Company shall, except to the extent that the Company Board is expressly permitted to make a Change of Recommendation pursuant to (and in compliance with) Section 5.3(e) (which shall not, in any event, affect the Company’s obligation to hold the Stockholders Meeting at which this Agreement shall be submitted to the holders of the Company Common Stock for adoption as aforesaid except to the extent this Agreement is terminated in accordance with Section 7.1), (i) use commercially reasonable efforts to solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (ii) upon Parent’s reasonable request, adjourn or postpone the Stockholders Meeting up to two (2) times for a period not in excess of twenty (20) calendar days each time, if it is reasonably expected that there will be an insufficient number of votes of Company Common Stock represented (either in person or by proxy) to achieve Company Stockholder Approval is obtainedand if such action would not be a violation of the directors’ fiduciary duties under applicable Law and (iii) use other commercially reasonably efforts to secure the vote or consent of the holders of Company Common Stock as required by applicable Law, the rules of the Nasdaq and the Company Charter Documents. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal unless this Agreement has been terminated in accordance with Section 7.1(f).

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to vote at duly give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall 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 favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (the “Stockholder Meeting”), which initially i) shall be promptly called and held not later than October 31, 2015 required to adjourn or postpone the Company Stockholders Meeting (A) to the “Stockholder Meeting Deadline”), a proxy statement substantially in extent necessary to ensure that any legally required supplement or amendment to the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for Joint Proxy Statement is provided to the Company’s issuance of all stockholders or (B) if, as of the Securities 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 unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the Agreement in accordance with applicable law foregoing clauses (i)(A) and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”)i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall use its best efforts not be adjourned or postponed to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend a date on or after three (3) Business Days prior to the stockholders that they approve the Stockholder ResolutionsOutside Date. The Company shall be obligated promptly provide Parent with all voting tabulation reports relating to seek to obtain the Stockholder Approval Company Stockholders Meeting that have been prepared by the Stockholder Meeting Deadline. If, despite Company or the Company’s best effortstransfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval is not obtained on or prior to from being obtained. Once the Stockholder Meeting DeadlineCompany has established a record date for the Company Stockholders Meeting, the Company shall cause an additional Stockholder not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to approve do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the Stockholder Resolutions to be called and held at each otherwise convened special prior written consent of Parent or annual as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC. Except as permitted by Section 6.4(e), the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance and the Parent Board shall solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. If requested by the Company, which special Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or annual meetings must be called Parent’s transfer agent, proxy solicitor or other Representative, and held at least once shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in each six-month period after accordance with Section 6.4, the Stockholder Meeting Deadline until such Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval is from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, provided that if Parent shall not change such record date or establish a different record date for the Board does Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not recommend be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (c) The Parties shall cooperate and use their reasonable best efforts to set the stockholders that they approve record dates for and hold the Stockholder Resolutions at any such Stockholder Company Stockholders Meeting and the Stockholder Approval is Parent Stockholders Meeting, as applicable, on the same day and within two (2) Business Days after the Exchange Offer Expiration Date and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall not obtainedbe affected by the making of a Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be affected by the commencement, announcement, disclosure, or communication to the Company or Parent, as applicable, of any Company Competing Proposal or Parent Competing Proposal or other proposal (including, with respect to the Company, a Company Superior Proposal) or the occurrence or disclosure of any Company Intervening Event or Parent Intervening Event. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Company shall cause an additional Stockholder not be required to convene the Company Stockholders Meeting after (x) the Company Chapter 11 Cases have commenced or (y) the Company stipulates to be held each calendar quarter bankruptcy relief after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedoccurrence of an Involuntary Insolvency Event pursuant to Section 6.24(a)(v). (e) Immediately after the execution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

Stockholders Meeting. The Company (a) Trident shall provide each stockholder entitled take all action necessary under all Applicable Laws to call, give notice of, convene and hold a meeting of Trident’s Stockholders to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including on the issuance of the Warrant Shares upon exercise Trident Common Stock to NXP as contemplated by this Agreement as promptly as practicable following SEC clearance of the Warrants Proxy Statement (the “Stockholders’ Meeting”). Trident shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Charter Amendment and the issuance of the Trident Common Stock to NXP as contemplated by this Agreement (subject to Trident’s right to effect a change in Board Recommendation in accordance with the terms of this Agreement). Trident shall ensure that all proxies solicited by or on behalf of Trident in connection with the Stockholders’ Meeting are solicited in compliance with all Applicable Laws. NXP may require Trident to adjourn or postpone the Stockholders’ Meeting one (1) time for a period not exceeding thirty (30) days. (b) Subject to Section 7.12(c): (i) the Proxy Statement shall include a statement to the effect that Trident’s Board of Directors recommends that Trident’s Stockholders vote to approve the Charter Amendment and the issuance of Trident Common Stock to NXP as contemplated by this Agreement at the Stockholders’ Meeting (such affirmative approval recommendation being referred to herein as the “Board Recommendation”); and (ii) the Board Recommendation shall not be withdrawn or modified in a manner adverse to NXP and Trident’s Board of Directors shall not publicly propose to withdraw or to qualify or modify in a manner adverse to NXP, the Board Recommendation. Nothing in this Agreement shall preclude (A) Trident from making any public disclosure of any material facts, including but not limited to the fact that an Acquisition Proposal has been submitted to Trident, if Trident’s Board of Directors determines in good faith, after consultation with Trident’s outside legal counsel, that such disclosure would be reasonably expected to constitute a breach of its fiduciary duties under Applicable Law, or (B) Trident’s Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal; provided, however, that if such disclosure has the effect of withdrawing or adversely qualifying or modifying the Board Recommendation, NXP shall have the right (to the extent provided in Section 10.1(e)) to terminate this Agreement under Section 10.1(e) and receive the termination fee contemplated under Section 10.4 from Trident. (c) Notwithstanding anything to the contrary contained in this Agreement, at any time before the issuance of Trident Common Stock to NXP as contemplated by this Agreement is approved by the applicable Required Stockholder Approval” Approvals, the Board Recommendation may be withdrawn or qualified or modified in a manner adverse to NXP, if Trident’s Board of Directors determines in good faith, after consulting with outside legal counsel that such withdrawal, qualification or modification would be required by its fiduciary obligations to Trident’s Stockholders under Applicable Laws. Trident shall provide NXP with at least seventy-two (72) hours’ notice (the “Notice Period”, which may run concurrently with any notice required under Section 10.1(h)) to the effect that absent any revision to the terms and conditions of this Agreement, Trident’s Board of Directors has resolved to effect a withdrawal or modification of the Board Recommendation and/or to terminate this Agreement, which notice shall specify in reasonable detail the basis for such withdrawal, qualification or modification of the Board Recommendation or termination, including the identity of any party making a Superior Offer and the date such approval is obtainedmaterial terms thereof. During the Notice Period, the “Stockholder Approval Date”)Trident shall, and shall cause its financial and legal advisors to, (1) negotiate with NXP and any representative or agent of NXP (including any director or officer of NXP) (collectively, “NXP Representatives”) in good faith (to the Company shall use its best efforts extent NXP desires to solicit its stockholders’ approval negotiate) to make such adjustments in the terms and conditions of this Agreement such that Trident’s Board of Directors would not effect a withdrawal, qualification or modification of the Stockholder Resolutions Board Recommendation and/or terminate this Agreement, and (2) permit NXP and the NXP Representatives to cause the make a presentation to Trident’s Board to recommend of Directors regarding this Agreement and any adjustments with respect thereto (to the stockholders extent NXP desires to make such presentation); provided, that, in the event of any material or substantive revisions to any Acquisition Proposal that they approve the Stockholder Resolutions. The Company shall be obligated Trident’s Board of Directors has determined to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.be

Stockholders Meeting. The Company (i) Seller shall provide each stockholder entitled take all action necessary under all Applicable Laws to call, give notice of and hold a meeting of the holders of Seller’s common stock to vote at on a special or annual meeting of stockholders proposal to approve this Agreement and the sale of the Company Business separately from or together with the Transportation Proposal, as determined by Seller in its sole discretion (the “Stockholder Seller Stockholders Meeting”), which initially . Seller shall be promptly called use commercially reasonable efforts to hold the Seller Stockholders Meeting within a reasonable time after the date hereof and held not later than October 31, 2015 (as close to the “Stockholder Meeting Deadline”), end of a proxy statement substantially in the form which has been previously reviewed month as permitted by the Investors Seller’s charter and a counsel of their choicebylaws, at Applicable Law and the expense applicable requirements of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock the Nasdaq National Market, including in order to allow for the issuance Closing to occur on the last Business Day of such month. Seller shall ensure that all proxies solicited in connection with Seller Stockholders Meeting are solicited in compliance with all Applicable Laws. (ii) Subject to Section 6.1(e)(iii), (A) the Proxy Statement shall include a statement to the effect that the board of directors of Seller recommends that Seller’s stockholders vote to approve this Agreement and the Sale of the Warrant Shares upon exercise of Business at the Warrants Seller Stockholders Meeting (such affirmative approval being referred to herein as the “Stockholder Approval” Seller Board Recommendation”) and (B) the date such approval is obtainedSeller Board Recommendation shall not be withdrawn or modified in a manner adverse to Buyer, and no resolution by the “Stockholder Approval Date”board of directors of Seller or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to Buyer shall be adopted or proposed. (iii) Notwithstanding anything to the contrary contained in Section 6.1(e), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or at any time prior to the adoption of this Agreement by the Required Seller Stockholder Meeting DeadlineVote, the Company shall cause Seller Board Recommendation may be withdrawn or modified in a manner adverse to Buyer if: (A) an additional Stockholder Meeting Acquisition Proposal is made to approve Seller and is not withdrawn; (B) Seller’s board of directors determines in good faith that the Stockholder Resolutions to be called Acquisition Proposal constitutes a Superior Proposal, and held at each otherwise convened special after having taken into account the advice of Seller’s outside legal counsel, that, in light of such Superior Proposal, the withdrawal or annual meeting modification of the Seller Board Recommendation is required in order for Seller’s board of directors to comply with its fiduciary obligations to Seller’s stockholders under Applicable Law; and (C) neither Seller nor any of its representatives shall have violated any of the Company, which special or annual meetings must be called and held at least once restrictions set forth in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedSection 6.1(c).

Stockholders Meeting. The Company shall provide each stockholder entitled take all action necessary under Applicable Law to vote at call, give notice of and hold a special or annual meeting of stockholders the holders of the Company Common Stock (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder ResolutionsCompany Stockholders”) providing for to consider and vote to approve the Company’s issuance Company Stockholder Matters pursuant to the terms of all of the Securities as described in the this Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtainedmeeting, the “Company Stockholder Approval DateMeeting” and such approval, the “Requisite Stockholder Approval”). The Company Stockholder Meeting shall be held as promptly as practicable after the date that the definitive Proxy Statement is filed with the Commission, and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutionsin any event no later than 45 days after such date. The Company shall be obligated take reasonable measures to seek to obtain ensure that all proxies solicited in connection with the Stockholder Approval by the Company Stockholder Meeting Deadlineare solicited in compliance with Applicable Law. If, despite The Company shall regularly provide updates to Amazon on voting totals with respect to the Company Stockholder Matters. The Company Stockholder Meeting will be postponed or adjourned in accordance with the Company’s best effortsbylaws or as otherwise required by Applicable Law if the Company determines that in good faith (after reasonable consultation with Amazon) (w) it is probable that the proposals regarding the Company Stockholder Matters will not pass, (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholder Meeting to conduct business at the Company Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law or a request from the Commission or its staff, or (z) it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any supplemental information or disclosure that the Company has sent or otherwise made available to them; provided, however, the date of the Company Stockholder Meeting may not be postponed or adjourned more than an aggregate of 30 days in connection with any postponement or adjournment. If the Requisite Stockholder Approval is not obtained on at or prior to the Company Stockholder Meeting DeadlineMeeting, the Company shall at Amazon’s request cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after every 12 months thereafter until the Stockholder Meeting Deadline until earlier of the time such Requisite Stockholder Approval is obtainedobtained or the Expiration Time.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of Company, acting through the Company (the “Stockholder Meeting”)Board, which initially shall be promptly called and held not later than October 31shall, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules its certificate of incorporation and regulations bylaws, duly call, give notice of, convene and hold a special meeting of The NASDAQ Stock Market, including its stockholders (the issuance “Stockholders Meeting”) as soon as reasonably practicable following the clearance by the SEC of the Warrant Shares Proxy Statement, for the purpose of considering and voting upon exercise the approval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions; provided, however, that nothing herein shall prevent the Company from postponing or adjourning the Stockholders Meeting if (i) there are an insufficient number of shares of Common Stock represented at the Stockholders Meeting to establish a quorum to conduct business or (ii) subject to Sections 5.02(c) and 5.09(b), the Company is required to postpone or adjourn the Stockholders Meeting by applicable Law (including any necessary supplements or amendments to the Proxy Statement), Order or a request from the SEC or its staff. (b) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Stockholders Meeting (the “Record Date”) that is as close as reasonably practicable to the date on which the Proxy Statement is mailed to the Company’s stockholders. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent, unless required to do so by applicable Law. In the event that the Stockholders Meeting as originally called is for any reason adjourned or the date of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval Stockholders Meeting is obtainedpostponed or otherwise delayed, the “Stockholder Approval Date”), and the Company agrees that it shall use its best efforts to solicit implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Stockholders Meeting as so adjourned, postponed or delayed, except as required by applicable Law. (c) The Company Board shall (i) make the Board Recommendation, (ii) include in the Proxy Statement the Board Recommendation, and (iii) not withdraw or modify the Board Recommendation; provided, however, notwithstanding anything to the contrary in this Agreement, prior to the Stockholders Meeting the Company Board may withdraw, change or modify the Board Recommendation only (x) in accordance with Section 5.09(b) or (y) in response to an Intervening Event (it being agreed and understood that the Company Board may only withdraw, change, or modify the Board Recommendation in response to an Intervening Event if the Company Board determines in good faith after consultation with its stockholders’ approval outside legal counsel that, in light of such Intervening Event, the withdrawal or modification of the Stockholder Resolutions and to cause Board Recommendation is required in order for the Company Board to recommend comply with its fiduciary obligations to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best effortsstockholders under applicable Law). Notwithstanding anything to the contrary contained herein, the Stockholder Approval is Company Board shall not obtained on be entitled to exercise its right to withdraw, change or prior modify the Board Recommendation in response to an Intervening Event unless the Stockholder Meeting DeadlineCompany promptly notifies Parent, in writing, at least three (3) business days before taking such action, of its intention to do so, together with a description of the Intervening Event, and, during such three (3) business day period, if requested by Parent, the Company shall cause an additional Stockholder Meeting engage in good faith negotiations with Parent to approve the Stockholder Resolutions to be called and held at each otherwise convened special amend this Agreement in a manner such that such withdraw, change or annual meeting modification of the stockholders Board Recommendation would no longer reasonably be required by the fiduciary duties of the Company, which special or annual meetings must be called Company Board under applicable Law. (d) As soon as reasonably practicable following the execution of this Agreement and held at least once in each six-month period after connection with the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtainedStockholders Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter (i) promptly (but in any event within twenty (20) days after the Stockholder Meeting Deadline until date hereof) prepare and file with the SEC the Proxy Statement, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable (but in any event within ten (10) days after clearance by the SEC of the Proxy Statement or a determination by the SEC not to review the Proxy Statement) the Proxy Statement and all other proxy materials required in connection with such Stockholder Approval meeting and, if necessary to comply with applicable securities Laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies, (ii) notify Merger Sub and Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Merger Sub and Parent copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) give Merger Sub and Parent and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and give Merger Sub and Parent and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and (iv) subject to Section 5.02(c) and the right of the Company to terminate this Agreement as provided in Section 5.09(b), use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the Merger. Parent and Merger Sub will use commercially reasonable efforts to deliver to the Company all readily available information reasonably requested by the Company for inclusion in the Proxy Statement. The Proxy Statement shall include all material disclosure relating to the Financial Advisor (including the amount of fees and other considerations the Financial Advisor will receive upon consummation of the Merger, and the conditions for the payment of such fees and other considerations), the opinion referred to in Section 3.21 and the basis for rendering such opinion. The Company may, if it has complied with the provisions of Section 5.09 and this Section 5.02, as applicable, and it receives a bona fide Acquisition Proposal (as defined below) that it reasonably expects would result in a Superior Proposal (as defined in Section 5.09(g)) or reasonably believes that an Intervening Event may have occurred, delay the mailing of the Proxy Statement or the holding of the Stockholders Meeting, in each case, for such time (but in no event more than ten (10) business days) as is obtainednecessary for the Company Board (or any committee thereof) to consider such Acquisition Proposal or Intervening Event and to determine the effect, if any, on the Board Recommendation.

Stockholders Meeting. (a) The Company shall provide each stockholder (i) as soon as reasonably practicable following the date on which the SEC confirms that it will not review or that it has no further comments on the Proxy Statement, take all reasonably necessary action to duly set a record date for a meeting of its stockholders for the purpose of approving and adopting this Agreement (the “Stockholders’ Meeting”), file the Proxy Statement in definitive form with the SEC and mail the Proxy Statement to its stockholders entitled to vote notice of the Stockholders’ Meeting, duly call and give notice of the Stockholders Meeting and, as promptly as reasonably practicable after the record date (subject to the penultimate sentence of this paragraph), duly convene and hold the Stockholders Meeting, (ii) subject to Section 5.4, include in the Proxy Statement the Company Board Recommendation and (iii) use its reasonable best efforts to solicit proxies to obtain the Company Stockholder Approval; provided, that the Company may fail to use such efforts if there has been an Adverse Company Board Recommendation Change. For the purposes of clarity, in no event shall the Company be required to hold the Stockholders’ Meeting or prepare, file and distribute the Proxy Statement after an Adverse Company Board Recommendation Change. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Stockholders’ Meeting at any time prior to the later of (x) the twentieth (20th) Business Day following the mailing of the Proxy Statement to its stockholders and (y) the first (1st) Business Day following the day on which the No-Shop Period Start Date occurs. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting if (1) there are holders of an insufficient number of Shares present or represented by proxy at the Stockholders’ Meeting to constitute a special quorum at the Stockholders’ Meeting; (2) the Company is required to postpone or annual meeting adjourn the Stockholders’ Meeting by applicable Law, Order or a request from the SEC; or (3) there has been an Adverse Company Board Recommendation Change. (b) Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting, and at the request of Parent, the Company shall postpone or adjourn, as applicable, the Stockholders’ Meeting, (i) to allow additional solicitation of votes in order to obtain the Company Stockholder Approval; (ii) if there are holders of an insufficient number of Shares present or represented by proxy at the Stockholders’ Meeting to constitute a quorum at the Stockholders’ Meeting; provided, that, in the case of the foregoing clauses (i) or (ii), (x) such postponement or adjournment shall not occur more than two times or be for more than ten (10) Business Days each and (y) in no event shall the record date of the Stockholders’ Meeting be changed, in each case, without Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed); (iii) if the Company is required to postpone or adjourn the Stockholders’ Meeting by applicable Law or a request from the SEC or its staff or (iv) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the stockholders of the Company for the amount of time required by Law in advance of the Stockholders’ Meeting; provided, that, in the case of the foregoing clause (the “Stockholder Meeting”iv), which initially such postponement or adjournment shall not be for more than five (5) Business Days. Without the prior written consent of Parent, the adoption of this Agreement shall be promptly called the only matter (other than matters of procedure and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed matters required by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions Law to be called and held at each otherwise convened special or annual meeting of voted on by the stockholders of the Company, which special or annual meetings must be called and held at least once Company in each six-month period after connection with the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided adoption of this Agreement) that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting propose to be held each calendar quarter after acted on by the stockholders of the Company at the Stockholders’ Meeting. (c) The Company agrees (i) to provide Parent periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports to the extent received from the Company’s proxy solicitor) and (ii) to give written notice to Parent one Business Day prior to the Stockholders’ Meeting and on the day of, but prior to, the Stockholders’ Meeting of the status of the Company Stockholder Meeting Deadline until such Stockholder Approval is obtainedApproval.

Stockholders Meeting. The (a) Subject to Section 7.2 of this Agreement, the Company will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Stockholders Meeting as promptly as reasonably practicable after the execution of this Agreement, and in any event no later than thirty (30) days after the filing of the definitive Proxy Statement (but in no event shall provide each stockholder entitled such meeting be required to be held prior to five (5) Business Days following the expiration of the Go-Shop Period), to consider and vote upon the adoption of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting except (A) if there are not holders of a sufficient number of shares of Company Common Stock present or represented by proxy at the Stockholders Meeting to constitute a special quorum at the Stockholders Meeting, (B) if the Company is required to postpone or annual meeting adjourn the Stockholders Meeting by applicable Law, order of Governmental Entity or a request from the SEC or its staff or (C) if there has been a Change of Recommendation and the Company Board (or any committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Stockholders Meeting in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has disseminated or otherwise made available to such stockholders, in which case the Company may postpone or adjourn the Stockholders Meeting one (the “Stockholder Meeting”)1) time, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each but only for such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein period as the “Stockholder Approval” and the date Company Board (or such approval committee) has determined in good faith (after consultation with outside legal counsel) is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts necessary or appropriate to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of give the stockholders of the CompanyCompany sufficient time to evaluate such information or disclosure, which special or annual meetings must be called in any event shall not exceed five (5) Business Days. Subject to Section 7.2 of this Agreement, the Company Board shall recommend such adoption and held at least once in each six-month period after shall take all lawful action to solicit such adoption. In the Stockholder Meeting Deadline until such Stockholder Approval is obtainedevent that subsequent to the date of this Agreement, provided that if the Company Board does not recommend makes a Change of Recommendation, the Company nevertheless shall continue to submit this Agreement to the stockholders that they approve of the Stockholder Resolutions Company for approval at any such Stockholder the Stockholders Meeting and unless this Agreement shall have been terminated in accordance with its terms prior to the Stockholder Approval is not obtainedStockholders Meeting. Once the Company has established a record date for the Stockholders Meeting, the Company shall cause an additional Stockholder will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to be held unreasonably withheld, conditioned or delayed). (b) The Company agrees to (i) provide Parent, on a timely basis, with the daily written voting reports it receives concerning proxy solicitation results for each calendar quarter after of the Stockholder ten (10) Business Days prior to the Stockholders Meeting Deadline until such Stockholder Approval is obtainedand (ii) to use its reasonable efforts to give written notice to Parent one (1) Business Day prior to the Stockholders Meeting and on the day of, but prior to, the Stockholders Meeting of the status of the Requisite Company Vote.

Stockholders Meeting. The Company (a) Parent shall provide each stockholder entitled take any and all additional action necessary under applicable Law to vote at call, give notice of and hold a special or annual meeting of stockholders the holders of Parent Common Stock to consider and vote to approve, among other matters, the Company (the “Stockholder Meeting”), which initially shall be promptly called Merger and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of Parent Common Stock pursuant to the Warrant Shares upon exercise terms of the Warrants this Agreement (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtainedcollectively, the “Parent Stockholder Approval Date”Matters” and such meeting, the “Parent Stockholder Meeting” ), and the Company . The Parent shall use commercially reasonable efforts to cause the Parent Stockholder Meeting to be held within sixty (60) days of the Signing Date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments. (b) Parent agrees that, subject to the Parent Board’s compliance with its best fiduciary duties under applicable Law, (i) the Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder Matters and shall use commercially reasonable efforts to solicit its stockholders’ such approval of within the Stockholder Resolutions time frame set forth in Section 6.2(a) above and to cause (ii) the Board to recommend Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting vote to approve the Parent Stockholder Resolutions Matters. (c) If Parent does not obtain Parent Stockholder Approval with respect to be called and held the Parent Stockholder Matters at each otherwise convened special or annual the first Parent Stockholder Meeting, Parent shall use commercially reasonable efforts to call a meeting of every ninety (90) days thereafter to seek Parent Stockholder Approval with respect to the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Parent Stockholder Meeting Deadline Matters until such Parent Stockholder Approval is obtained, provided that if unless this Agreement has been terminated pursuant to Section 8.1. (d) The Company shall use its reasonable best efforts to obtain the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Company Stockholder Approval is not obtainedon or before October 14, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained2022.

Stockholders Meeting. The Company shall provide each stockholder entitled use its reasonably best efforts to vote at take, in accordance with applicable Law and the Company Charter Documents, all action necessary to convene a special or annual meeting of the stockholders of the Company (the “Stockholder Stockholders Meeting”) as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon the adoption of this Agreement. Unless the Company Board determines that it would be inconsistent with the directors’ fiduciary duties under applicable Law, the Stockholders Meeting shall in any event be no less than thirty-five (35) calendar days and no later than forty (40) calendar days after (1) the tenth calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (2) if the SEC has, by the tenth calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC, informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement. Following the distribution of the Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the Company may, in consultation with Parent, adjourn, recess or postpone the Stockholders Meeting (a) if the Company reasonably believes in good faith it will not receive proxies sufficient to obtain the Company Stockholder Approval, whether or not a quorum is present (provided, that, the Company may not, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at adjourn or postpone the Stockholder Meeting for approval of resolutions more than ten (10) Business Days on any single occasion), (b) it is necessary to adjourn or postpone the “Stockholder Resolutions”Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, or (c) providing for if and to the Company’s issuance of all extent such adjournment or postponement of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred Stockholder Meeting is required by Law. Subject to herein as the “Stockholder Approval” and the date such approval is obtainedSection 5.3, the “Stockholder Approval Date”), Company Board shall recommend such adoption and the Company shall use its reasonable best efforts to take all lawful action to solicit its stockholders’ approval the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of assisting in the Stockholder Resolutions and to cause solicitation of proxies for the Board to recommend to the stockholders that they approve the Stockholder ResolutionsStockholders Meeting. The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with its terms prior to the time of the Stockholders Meeting, the Stockholders Meeting shall be obligated convened and this Agreement shall be submitted to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, stockholders for the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, purpose of obtaining the Company shall cause an additional Stockholder Approval. Notwithstanding the foregoing, in no event will the record date of the Company Stockholders Meeting to approve be changed without the Stockholder Resolutions Parent’s prior written consent (such consent not to be called and held at each otherwise convened special unreasonably withheld, conditioned or annual meeting of the stockholders of the Companydelayed), which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedunless required by applicable Law.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to vote at convene and hold a special or annual meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 6.2, the Company’s Board of Directors shall include the Company Recommendation in the Prospectus/Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.4(a), the Company may postpone or adjourn -57- the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineCompany Stockholders Meeting. (b) Notwithstanding any Change in Recommendation, the Company shall cause an additional Stockholder nonetheless submit this Agreement to the holders of Shares for adoption at the Company Stockholders Meeting unless this Agreement is terminated in accordance with Article VIII prior to approve the Stockholder Resolutions Company Stockholders Meeting. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to be called voted on by the Company’s stockholders in connection with the adoption of this Agreement and held at each otherwise convened special or annual meeting of the transactions contemplated hereby) that the Company shall propose to be acted on by the stockholders of the Company, which special or annual meetings must be called and held Company at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”)will take, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules its certificate of incorporation and regulations bylaws, all action necessary to convene a meeting of The NASDAQ Stock Market, including holders of Shares (the issuance “Stockholders Meeting”) as promptly as practicable and in any event on the thirtieth calendar day immediately following the date of mailing of the Warrant Shares 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 exercise the adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess or adjourn such meeting except to the Warrants extent required by applicable Law and with prior notice to Parent or, if, (such affirmative approval being referred i) on a date that is two Business Days prior to herein as the date the Stockholders Meeting is scheduled (the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Original Date”), (A) the Company 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 supplement or amendment to the Proxy Statement is required to be delivered and in each case, if Parent so requests, the Company 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 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 the Stockholders Meeting is then scheduled to be held, the 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 use its best efforts 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. (b) Once the Company has established a record date for the Stockholders Meeting, the Company will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutionsbe unreasonably withheld, conditioned or delayed). The Company shall be obligated agrees that, unless this Agreement is terminated in accordance with its terms, and, to seek to obtain the Stockholder Approval extent required by the Stockholder terms of this Agreement, the Company has paid to Parent the Termination Fee in accordance with Section 9.5(b), its obligations to hold the Stockholders Meeting Deadlinepursuant to this Section 7.4 shall not be affected in any manner, including in connection with (i) the making of a Change of Recommendation by the Company Board or (ii) the commencement of or announcement or disclosure of or communication to the Company of any Acquisition Proposal. (c) Unless and until the Company Board shall have effected a Change of Recommendation in accordance with Section 7.2(c), the Company Board shall make the Company Recommendation. (d) The Company agrees to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports). IfWithout the prior written consent of Parent, despite the adoption of this Agreement will be the only matter (other than related procedural matters) that the Company will propose to be acted on by the Company’s best efforts, stockholders at the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. The Company shall provide each stockholder entitled (a) Subject to vote at a special or annual meeting of stockholders of Section 5.3, the Company (the “Stockholder Meeting”)will take, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules its certificate of incorporation and regulations bylaws, all action necessary to duly call, give notice of, convene and hold a meeting of The NASDAQ Stock Market, holders of Shares (including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein any adjournment or postponement thereof as the “Stockholder Approval” and the date such approval is obtainedpermitted by this Section 5.4, the “Stockholder Approval DateStockholders Meeting”) as promptly as reasonably practicable following clearance of the Proxy Statement by the SEC to consider and vote upon the adoption of this Agreement; provided, that the Company may postpone or adjourn to a later date the Stockholders Meeting (i) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Stockholder Approval, whether or not a quorum is present, (iv) if required by applicable Law or (v) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel and subject to Section 5.3(c)) 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, further, that in no event shall the Stockholders Meeting be postponed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled to be held without the prior written consent of Parent. Unless there has been a Change of Recommendation pursuant to Section 5.2, the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to lawfully obtain the Stockholder Approval by Approval, including actively soliciting proxies in favor of the Stockholder Meeting Deadlineadoption of this Agreement at the Stockholders Meeting. If, despite the Company’s best efforts, the Stockholder Approval Unless this Agreement is not obtained on or prior to the Stockholder Meeting Deadlineterminated in accordance with its terms, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend submit to the vote of its stockholders that they approve any other Acquisition Proposal. (b) The Company shall keep Parent informed with respect to proxy solicitation results as reasonably requested by Parent and shall provide such information and reasonable cooperation as Parent may reasonably request in connection therewith. Notwithstanding anything to the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval contrary in this Agreement, unless this Agreement is not obtainedterminated in accordance with its terms, the Company shall cause an additional Stockholder remain obligated to provide the information and cooperation described in the immediately preceding sentence and duly call, give notice of, convene and hold the Stockholders Meeting and mail the Proxy Statement (and any amendment or supplement thereto that maybe required by applicable Law) to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedCompany’s stockholders in accordance with Section 5.3 and this Section 5.4, notwithstanding any Change of Recommendation.

Stockholders Meeting. The As soon as practicable following the SEC Clearance Date (but in no event later than five (5) Business Days thereafter), the Company shall provide each stockholder establish a record date for purposes of determining stockholders entitled to notice of and to vote at the Company Stockholders Meeting (the “Record Date”). Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a special different record date for the Company Stockholders Meeting, unless required to do so by applicable Law, the NYSE MKT LLC or annual the TASE. The Company shall, as soon as practicable following the SEC Clearance Date (but in no event later than thirty-five (35) calendar days following the SEC Clearance Date), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval; provided, however, that the Company Stockholders Meeting may be delayed for up to ten (10) calendar days if the Company Board determines (after consultation with outside counsel and upon recommendation of the Special Committee) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Subject to Section 5.4(d) hereof, the Company Board shall make the Company Board Recommendation. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company’s stockholders for the purpose of seeking the Company Stockholder Approval. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholder Approval regarding proxies received to date. Without the prior written consent of Parent, the adoption of this Agreement and the Transactions (including the Merger) 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 Company Stockholders Meeting. The Company may adjourn or postpone the Company Stockholders Meeting (i) to the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 extent necessary to ensure that any required (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed as determined by the Investors and a counsel of their choice, at Company Board in good faith after consultation with outside legal counsel) supplement or amendment to the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for Proxy Statement is provided to the Company’s issuance of all stockholders, (ii) if as of the Securities time for which the Company Stockholders Meeting is originally scheduled (as described set forth in the Agreement Proxy Statement) there are insufficient shares of Company Common Stock represented (either in accordance with applicable law and rules and regulations person or by proxy) to constitute a quorum necessary to conduct business at such meeting, (iii) to allow additional solicitation of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek votes in order to obtain the Company Stockholder Approval by or (iv) with the Stockholder Meeting Deadline. Ifconsent of Parent; provided, despite the Company’s best efforts, the Stockholder Approval is not obtained that no adjournment may be to a date on or after three (3) Business Days prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedExpiration Date.

Stockholders Meeting. The Company (a) Parent shall provide each stockholder entitled take any and all additional action necessary under applicable Law to vote at call, give notice of and hold a special or annual meeting of stockholders the holders of Parent Common Stock to consider and vote to approve, among other matters, the Company Merger Conversion Proposal, pursuant to the terms of this Agreement (the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”), which initially . The Parent shall be promptly called and held not later than October 31, 2015 (use commercially reasonable efforts to cause the “Parent Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense to be held within sixty (60) days of the Company, soliciting each such stockholder’s affirmative vote at Amendment Date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting for approval of resolutions (are solicited in compliance with all applicable Law. Notwithstanding anything to the “Stockholder Resolutions”) providing for contrary contained herein, if on the Company’s issuance of all date of the Securities as described Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance business of the Warrant Shares upon exercise Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Warrants Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (such affirmative approval being referred 30) days in connection with any postponements or adjournments. (b) Parent agrees that, subject to herein as the “Parent Board’s compliance with its fiduciary duties under applicable Law, (i) the Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder Approval” Matters and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best commercially reasonable efforts to solicit its stockholders’ such approval of within the Stockholder Resolutions time frame set forth in Section 6.2(a) above and to cause (ii) the Board to recommend Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting vote to approve the Parent Stockholder Resolutions Matters. (c) If Parent does not obtain Parent Stockholder Approval with respect to be called and held the Parent Stockholder Matters at each otherwise convened special or annual the first Parent Stockholder Meeting, Parent shall use commercially reasonable efforts to call a meeting of every ninety (90) days thereafter to seek Parent Stockholder Approval with respect to the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Parent Stockholder Meeting Deadline Matters until such Parent Stockholder Approval is obtained, provided that if or unless the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedof Directors of Parent decides otherwise.

Stockholders Meeting. The Subject to Section 7.2, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of take all of the Securities as described in the Agreement actions in accordance with applicable law and rules and regulations of The NASDAQ Stock MarketLaw, including the issuance Organizational Documents of the Warrant Shares upon exercise Company and the rules of the Warrants NASDAQ to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtainedincluding any adjournment or postponement thereof, the “Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval Date”Approval, as soon as reasonably practicable after (i) the tenth (10th) calendar day after the initial Schedule 13E-3 and the preliminary Proxy Statement therefor have been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Schedule 13E-3 and the Proxy Statement, or (ii) if the SEC has by such date informed the Company that it intends to review the Schedule 13E-3 and the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Schedule 13E-3 and the Proxy Statement). Subject to Section 7.2, and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of obtain the Company Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder ResolutionsApproval. The Company shall be obligated not, without the consent of Parent, adjourn or postpone the Stockholders Meeting; provided that the Company may, without the consent of Parent, adjourn or postpone the Stockholders Meeting (A) 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 Common Stock represented (either in person or by proxy) to seek constitute a quorum necessary to obtain conduct the Stockholder Approval by business of the Stockholder Meeting Deadline. IfStockholders Meeting, despite (B) to allow additional time for the Company’s best efforts, the Stockholder Approval is not obtained on filing and distribution of any supplement or prior amendment to the Stockholder Meeting Deadline, Schedule 13E-3 or Proxy Statement which the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions Special Committee has determined in good faith is necessary or advisable under applicable Law for such amended or supplemental disclosure to be called and held at each otherwise convened special or annual meeting of reviewed by the stockholders of the CompanyCompany prior to the Stockholders Meeting, which special (C) after consultation with Parent, on one or annual meetings must more occasions for up to ten (10) Business Days each to solicit additional proxies if necessary to obtain the Company Stockholder Approval, (D) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the transactions contemplated hereby or (E) with Parent’s consent (not to be called and held at least once unreasonably withheld, conditioned or delayed). For the avoidance of doubt, in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedevent that subsequent to the date of this Agreement, the Company Board (or any committee thereof, including the Special Committee) shall have made a Company Adverse Recommendation Change or shall have provided that if any notice of its intent to make a Company Adverse Recommendation Change pursuant to Section 7.2(f) or Section 7.2(g), the Board does not recommend Company nevertheless shall continue to submit this Agreement to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, of the Company for approval at the Stockholders Meeting unless this Agreement shall cause an additional Stockholder Meeting have been terminated in accordance with its terms prior to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Company Certificate of Incorporation and the Company Bylaws to vote at duly give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC. The Company’s obligation to give notice of, convene and hold such Company Stockholders Meeting in accordance with this Section 5.3(a) shall not be affected by (i) the commencement, proposal, disclosure, or announcement of any Competing Proposal or (ii) any Company Adverse Recommendation Change. Except as permitted by Section 4.3(c), (A) the Company Board shall recommend that the stockholders of the Company (vote in favor of the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel adoption of their choice, this Agreement at the expense Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company, soliciting each such stockholder’s affirmative vote at Company proxies in favor of the Stockholder Meeting for approval adoption of resolutions this Agreement and (B) the “Stockholder Resolutions”) providing for Joint Proxy Statement shall include a statement to the effect that the Company Board has recommended that the Company’s issuance stockholders vote in favor of all adoption of this Agreement at the Company Stockholders Meeting. The Company shall not submit to the vote of its stockholders any Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be required to adjourn or postpone the Company Stockholders Meeting (1) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (2) if, as of the Securities as 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 or to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the Agreement foregoing clauses (1) and (2) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the Outside Date. (b) Parent shall take all action necessary in accordance with applicable law Laws and rules the Parent Memorandum of Association and regulations the Parent Bye-Laws to duly give notice of, convene and hold a meeting of The NASDAQ Stock Marketits shareholders for the purpose of obtaining the Parent Shareholder Approval, including to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC. Parent’s obligation to call, convene and hold such Parent Shareholders Meeting in accordance with this Section 5.3(b) shall not be affected by any Parent Adverse Recommendation Change. Except as permitted by Section 4.4(a), (i) the Parent Board shall recommend that the shareholders of Parent vote in favor of the issuance of Parent Common Stock in the Warrant Shares upon exercise Merger and the Parent Board shall solicit from shareholders of Parent proxies in favor of such issuance of Parent Common Stock in the Merger and (ii) the Joint Proxy Statement shall include a statement to the effect that the Parent Board has recommended that the Parent shareholders vote in favor of the Warrants issuance of Parent Common Stock in the Merger at the Parent Shareholders Meeting. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be required to adjourn or postpone the Parent Shareholders Meeting (such affirmative approval being referred 1) to herein the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (2) if as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and time for which the Parent Shareholders Meeting is scheduled there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to cause the Board constitute a quorum necessary to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek conduct business at such Parent Stockholders Meeting or to obtain the Parent Stockholder Approval Approval; provided, however, that unless otherwise agreed to by the parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholder Meeting Deadline. If, despite shall be adjourned or postponed every time the Company’s best efforts, circumstances described in the Stockholder Approval is foregoing clauses (1) and (2) exist); and provided further that the Parent Stockholders Meeting shall not obtained be adjourned or postponed to a date on or after two Business Days prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedOutside Date.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31June 30, 2015 2016 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than [October 31, 2015 2015] (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Stockholders Meeting. The Company (a) Parent shall provide each stockholder entitled take all action necessary under applicable Law to vote at call, give notice of and hold a special or annual meeting of stockholders the holders of Parent Common Stock to consider and vote to approve (1) the conversion of the Company Parent Convertible Preferred Stock issued pursuant to this Agreement and the Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and (2) if deemed necessary or appropriate by Parent or as otherwise required by applicable Law or Contract, to authorize sufficient Parent Common Stock in Parent’s certificate of incorporation for the conversion of the Parent Convertible Preferred Stock issued pursuant to this Agreement and the Stock Purchase Agreement and/or to effectuate a reverse stock split (collectively, the “Charter Amendment Proposal”) pursuant to the terms of this Agreement (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”), which initially . The Parent Stockholder Meeting shall be held as promptly called as practicable after the date that the definitive Proxy Statement is filed with the SEC, and held not in any event no later than October 31, 2015 forty-five (45) days after such date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the “Parent Stockholder Meeting Deadline”)are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, a proxy statement substantially in if on the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense date of the CompanyParent Stockholder Meeting, soliciting each such stockholder’s affirmative vote at or a date preceding the date on which the Parent Stockholder Meeting for approval is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of resolutions Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the “Stockholder Resolutions”) providing for the Company’s issuance of all business of the Securities Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as described in long as the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance date of the Warrant Shares upon exercise Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments. (b) Parent agrees that, subject to the Warrants Parent Board’s compliance with its fiduciary duties under applicable Law, (such affirmative approval being referred i) the Parent Board shall recommend that the holders of Parent Common Stock vote to herein as approve the “Parent Stockholder Approval” Matters and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best commercially reasonable efforts to solicit its stockholders’ such approval of within the Stockholder Resolutions time frame set forth in Section 6.2(a) above and to cause (ii) the Board to recommend Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting vote to approve the Parent Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedMatters.

Stockholders Meeting. The Company (a) KLRE shall provide each stockholder entitled to vote at call, hold and convene a special or annual meeting of its stockholders to consider the Transaction Proposals, to be held as promptly as reasonably practicable after the mailing of the Proxy Statement to KLRE’s stockholders, subject to applicable Law. In connection with the meeting, (i) the Board of Directors of KLRE shall recommend that the stockholders of KLRE vote in favor of the Company approval of each of the Transaction Proposals at KLRE’s stockholders’ meeting and the Board of Directors of KLRE shall use its reasonable best efforts to solicit from stockholders of KLRE proxies in favor of the adoption of each of the Transaction Proposals and (ii) the “Stockholder Meeting”)Proxy Statement shall include a statement to the effect that the Board of Directors of KLRE has recommended that KLRE’s stockholders vote in favor of adoption of each of the Transaction Proposals at KLRE’s stockholders’ meeting. Notwithstanding anything to the contrary contained in this Agreement, KLRE may adjourn or postpone KLRE’s stockholders’ meeting (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to KLRE’s stockholders or, if as of the time for which initially shall be promptly called and held not later than October 31, 2015 KLRE’s stockholders’ meeting is originally scheduled (the “Stockholder Meeting Deadline”), a proxy statement substantially as set forth in the form which has been previously reviewed Proxy Statement) there are insufficient shares of KLRE Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting; provided that no adjournment may be to a date on or after two (2) Business Days prior to the Investors and a counsel Termination Date or (B) by ten (10) Business Days in order to solicit additional proxies from stockholders of their choice, at the expense KLRE in favor of the Company, soliciting adoption of each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities Transaction Proposals. (b) Except as otherwise expressly provided in this Agreement, neither the Board of Directors of KLRE nor any committee thereof shall (i) fail to include the KLRE Board Recommendation in the Proxy Statement, (ii) withdraw, qualify or withhold, amend or modify or publicly propose to withdraw or withhold, amend, qualify or modify in a manner adverse to Tema, the KLRE Board Recommendation or (iii) resolve, agree or publicly propose to do any of the foregoing (any action or failure to act described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval this Section 5.3(b) being referred to herein as a “KLRE Adverse Recommendation Change”). (c) Notwithstanding anything to the “Stockholder Approval” and contrary in this Agreement, the Board of Directors of KLRE may after the date such approval is obtained, the “Stockholder Approval Date”), hereof and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, time the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such KLRE Stockholder Approval is obtained, provided that make a KLRE Adverse Recommendation Change only (x) in response to an Intervening Event and (y) if the Board does of Directors of KLRE (or a duly authorized committee thereof) determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided that, prior to making such a KLRE Adverse Recommendation Change, (i) KLRE provides Tema prior written notice of its intent to make any KLRE Adverse Recommendation Change at least three (3) Business Days prior to taking such action, which notice shall specify the basis for such KLRE Adverse Recommendation Change, including a reasonably detailed description of the facts and circumstances relating to such Intervening Event (a “Notice”) (it being understood that such Notice shall not recommend in itself be deemed a KLRE Adverse Recommendation Change and that any material change to the stockholders that they approve facts or circumstances relating to such Intervening Event shall require a new Notice and, in such case, all references to three (3) Business Days in this Section 5.3(c) shall be deemed to be two (2) Business Days (each such two or three Business Day Period, a “Notice Period”)); (ii) during such Notice Period, if requested by Tema, KLRE shall, and shall make available and direct its necessary Representatives to, discuss and negotiate in good faith with Tema any proposed modifications to the Stockholder Resolutions at terms and conditions of this Agreement; and (iii) following such Notice Period, the Board of Directors of KLRE, after taking into account any such Stockholder Meeting modifications to the terms of this Agreement and the Stockholder Approval is not obtainedTransactions to which Tema would agree, the Company shall cause an additional Stockholder Meeting determines in good faith, after consultation with outside legal counsel and financial advisors, that failure to effect such KLRE Adverse Recommendation Change would reasonably be expected to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedinconsistent with its fiduciary duties under applicable Law.

Stockholders Meeting. If the adoption of this Agreement by the Company’s stockholders is required by applicable Law, subject to Section 5.2(b), the Company 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 action necessary in accordance with applicable Law, the rules of NASDAQ and the Certificate of Incorporation and the Bylaws to establish a record date, duly call, give notice of, convene and hold a Stockholders’ Meeting for the purpose of 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 prior to the Stockholders’ Meeting, and (ii) the Company, after consultation with Parent, may (or upon the written request of Parent, shall) adjourn or postpone the Stockholders’ Meeting if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are either (A) insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting or (B) insufficient affirmative votes to adopt this Agreement; provided, that the record date shall not be changed without Parent 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 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. 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 provide each stockholder entitled be the only matter (other than procedural matters) which the Company shall propose to vote at a special or annual meeting of be acted on by the stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense Stockholders’ Meeting. Notwithstanding the foregoing and Section 5.2, if, following the Offer Closing and the exercise, if any, of the CompanyTop-Up Option, soliciting each such stockholder’s affirmative vote Parent and its affiliates shall own at the Stockholder Meeting for approval of resolutions least ninety percent (the “Stockholder Resolutions”90%) providing for the Company’s issuance of all of the Securities 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 Common Stock held by Parent or its affiliates, to cause the Merger to become effective as described in soon as reasonably practicable after the Agreement Offer Closing without the Proxy Statement and the Stockholders’ Meeting in accordance with applicable law the terms and rules conditions of this Agreement and regulations of The NASDAQ Stock Market, including the issuance Section 253 of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedDGCL.

Stockholders Meeting. (i) The Company shall provide each stockholder entitled to vote at duly call, give notice of, convene and hold a special or annual meeting of its stockholders (the “Company Stockholders Meeting”) to be held as promptly as practicable following the Proxy Statement Clearance Date; provided, that without the prior written consent of Parent, the Company Stockholders Meeting shall not be held later than forty-five (45) days after the date of the Proxy Statement Clearance Date. The Company may not adjourn, postpone or call a recess of the Company Stockholders Meeting without the prior written consent of Parent; provided, that if, on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of votes to obtain the Stockholder Approval or to obtain a quorum for such meeting, the Company shall, at Parent’s request, postpone or adjourn the Company Stockholders’ Meeting solely for the purpose of and for the minimum time reasonably necessary to obtain the Stockholder Approval. (ii) As promptly as practicable after the date of this Agreement, the Company shall take all action necessary in accordance with the DGCL, the Company Certificate of Incorporation, the Company Bylaws and the NASDAQ Stock Market Rules to establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Stockholder Record Date”) and to commence a “broker search” pursuant to Section 14a-13 of the Exchange Act with respect to the Company Stockholders Meeting”. The Company shall consult with Parent in good faith regarding the foregoing. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). (iii) The Company’s obligation to establish a record date for, which initially call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 6.2(d) shall not be promptly called and held not later than October 31limited, 2015 (the “Stockholder Meeting Deadline”)or otherwise affected, a proxy statement substantially in the form which has been previously reviewed by the Investors commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or by the making of a Company Adverse Recommendation Change or an Intervening Event Change of Recommendation, and a counsel notwithstanding any Company Adverse Recommendation Change or Intervening Event Change of their choiceRecommendation, at the expense of the Companyunless this Agreement is validly terminated pursuant to, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement and in accordance with applicable law and rules and regulations Article VIII, this Agreement shall be submitted to the Company Stockholders for the purpose of The NASDAQ Stock Market, including obtaining the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”. Unless there has been a Company Adverse Recommendation Change or an Intervening Event Change of Recommendation specifically permitted by Section 6.4(d), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause Approval. Upon the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlinerequest of Parent, the Company shall cause an additional Stockholder Meeting promptly advise Parent as to approve the aggregate tally of the proxies received by the Company or its Representatives with respect to the Stockholder Resolutions Approval. Without the prior written consent of Parent, the adoption of this Agreement and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act in connection therewith, shall be the only matters (other than procedural matters related thereto) which the Company shall propose to be called and held at each otherwise convened special or annual meeting of acted on by the stockholders of the Company, which special or annual meetings must be called and held Company at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. The Company 4.1.1 Letchworth shall provide each stockholder entitled to vote at call a special or annual meeting of its stockholders of the Company (the “Stockholder "Letchworth Stockholders' Meeting”") as soon as practicable after the Registration Statement is declared effective by the SEC for the purposes of voting upon this Reorganization Agreement, Plan of Merger, the Option Agreement and taking such other actions as may be necessary so as to consummate the transactions contemplated hereby and thereby and shall schedule such meeting based on consultation with Trustco. Except to the extent legally required for the discharge by Letchworth's Board of Directors of their fiduciary duties, as determined by such board of directors after having received the advise of legal counsel to Letchworth and the advice of Letchworth's financial advisor, after the receipt by Letchworth of a takeover proposal (as defined in Section 4.7(13)), which initially Letchworth's Board of Directors shall be promptly called recommend to its stockholders' that at the Letchworth Stockholders' Meeting its stockholders approve this Reorganization Agreement and held not later than October 31, 2015 the Option Agreement and vote in favor of and approve the Merger and adopt the Plan of Merger. 4.1.2 Trustco shall call a meeting of its stockholders (the “Stockholder Meeting Deadline”), a proxy statement substantially in "Trustco Stockholders' Meeting") as soon as practicable after the form which has been previously reviewed Registration Statement is declared effective by the Investors SEC for the purposes of voting upon this Reorganization Agreement and a counsel Plan of Merger and taking such other actions as may be necessary so as to consummate the transactions contemplated hereby and thereby. Trustco shall schedule the Trustco Stockholders' Meeting based on consultation with Letchworth. Except to the extent legally required for the discharge by Trustco's Board of Directors of their choicefiduciary duties as determined by such board of directors after consultation with Trustco's legal counsel, Trustco's Board of Directors shall recommend to its stockholders' that at the expense Trustco Stockholders' Meeting its stockholders approve this Reorganization Agreement and vote in favor of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain Merger and adopt the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting Plan of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedMerger.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Stockholders Meeting. (i) The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”)will take, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules its certificate of incorporation and regulations bylaws, all action necessary to convene a meeting of The NASDAQ Stock Market, including holders of Shares (the issuance “Stockholders Meeting”) as promptly as practicable and in any event on the thirtieth calendar day immediately following the date of mailing of the Warrant Shares 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 exercise the adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess or adjourn such meeting except to the Warrants extent required by applicable Law and with prior notice to Parent or, if, (such affirmative approval being referred i) on a date that is two Business Days prior to herein as the date the Stockholders Meeting is scheduled (the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Original Date”), (A) the Company 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 supplement or amendment to the Proxy Statement is required to be delivered and in each case, if Parent so requests or the Company so elects, the Company 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 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 the Stockholders Meeting is then scheduled to be held, the 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 use its best efforts 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. (ii) Once the Company has established a record date for the Stockholders Meeting, the Company will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutionsbe unreasonably withheld, conditioned or delayed). The Company shall be obligated agrees that, unless this Agreement is terminated in accordance with its terms, and, to seek to obtain the Stockholder Approval extent required by the Stockholder terms of this Agreement, the Company has paid to Parent the Termination Fee in accordance with Section 8.3(a), its obligations to hold the Stockholders Meeting Deadlinepursuant to this Section 6.2 shall not be affected in any manner, including in connection with (i) the making of a Change in Recommendation by the Company Board or (ii) the commencement of or announcement or disclosure of or communication to the Company of any Acquisition Proposal. (iii) The Company agrees to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports). IfWithout the prior written consent of Parent, despite the adoption of this Agreement will be the only matter (other than related procedural matters) that the Company will propose to be acted on by the Company’s best efforts, stockholders at the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled duly call, give notice of and hold the Stockholders Meeting as promptly as practicable following the date on which the Proxy Statement is mailed to vote at a special the Company Common Stockholders; provided that, without the prior written consent of Parent, (i) the Stockholders Meeting shall not be held later than thirty (30) calendar days after the SEC Clearance Date and (ii) the Company may not adjourn or annual meeting postpone the Stockholders Meeting; provided that nothing herein shall prevent the Company from postponing or adjourning the Stockholders Meeting (x) if there are holders of stockholders insufficient shares of the Company Common Stock present or represented by a proxy at the Stockholders Meeting to constitute a quorum at the Stockholders Meeting, (y) if the Company is required to postpone or adjourn the Stockholders Meeting by an Order or a request from the SEC or its staff or (z) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the holders of the Company Common Stock prior to the vote at the Stockholders Meeting. (b) The Company shall establish a record date for purposes of determining Company Common Stockholders entitled to notice of and vote at the Stockholders Meeting (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Record Date”), and . Once the Company shall use its best efforts to solicit its stockholders’ approval of has established the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineRecord Date, the Company shall cause an additional Stockholder not change such Record Date or establish a different record date for the Stockholders Meeting to approve without the Stockholder Resolutions prior written consent of Parent. In the event that the date of the Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing (such approval not to be called and held at each otherwise convened special unreasonably withheld, conditioned or annual meeting of delayed), it shall implement such adjournment or postponement or other delay in such a way that the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board Company does not recommend establish a new Record Date for the Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. (c) Subject to Section 5.6, at the stockholders that they approve Stockholders Meeting, the Stockholder Resolutions at any such Stockholder Meeting and Company Board of Directors shall make the Stockholder Approval is not obtainedCompany Recommendation and, unless there has been a Company Adverse Recommendation Change, the Company shall cause an additional Stockholder Meeting take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. 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 date of the Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than procedural matters) that the Company shall propose to be held each calendar quarter after acted on by the Stockholder Meeting Deadline until such Stockholder Approval is obtainedCompany Common Stockholders at the Stockholders Meeting.

Stockholders Meeting. (a) The Company shall provide each stockholder entitled take all action necessary in accordance with applicable Laws and the Company Certificate of Incorporation and the Company Bylaws to vote at duly give notice of, convene and hold a special or annual meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC. The Company’s obligation to give notice of, convene and hold such Company Stockholders Meeting in accordance with this Section 5.3(a) shall not be affected by (i) the commencement, proposal, disclosure, or announcement of any Competing Proposal or (ii) any Company Adverse Recommendation Change. Except as permitted by Section 4.3(c), (A) the Company Board shall recommend that the stockholders of the Company (vote in favor of the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel adoption of their choice, this Agreement at the expense Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company, soliciting each such stockholder’s affirmative vote at Company proxies in favor of the Stockholder Meeting for approval adoption of resolutions this Agreement and (B) the “Stockholder Resolutions”) providing for Joint Proxy Statement shall include a statement to the effect that the Company Board has recommended that the Company’s issuance stockholders vote in favor of all adoption of this Agreement at the Company Stockholders Meeting. The Company shall not submit to the vote of its stockholders any Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be required to adjourn or postpone the Company Stockholders Meeting (1) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (2) if, as of the Securities as 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 or to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the Agreement foregoing clauses (1) and (2) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the Outside Date. (b) Parent shall take all action necessary in accordance with applicable law Laws and rules the Parent Memorandum of Association and regulations the Parent Bye-Laws to duly give notice of, convene and hold a meeting of The NASDAQ Stock Marketits shareholders for the purpose of obtaining the Parent Shareholder Approval, including to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC. Parent’s obligation to call, convene and hold such Parent Shareholders Meeting in accordance with this Section 5.3(b) shall not be affected by any Parent Adverse Recommendation Change. Except as permitted by Section 4.4(a), (i) the Parent Board shall recommend that the shareholders of Parent vote in favor of the issuance of Parent Common Stock in the Warrant Shares upon exercise Merger and the Parent Board shall solicit from shareholders of Parent proxies in favor of such issuance of Parent Common Stock in the Merger and (ii) the Joint Proxy Statement shall include a statement to the effect that the Parent Board has recommended that the Parent shareholders vote in favor of the Warrants issuance of Parent Common Stock in the Merger at the Parent Shareholders Meeting. Notwithstanding anything to the contrary contained in this Agreement, Parent shall be required to adjourn or postpone the Parent Shareholders Meeting (such affirmative approval being referred 1) to herein the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (2) if as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and time for which the Parent Shareholders Meeting is scheduled there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to cause the Board constitute a quorum necessary to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek conduct business at such Parent Shareholder Meeting or to obtain the Stockholder Approval Parent Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Parent Shareholder Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholder Meeting Deadline. If, despite shall be adjourned or postponed every time the Company’s best efforts, circumstances described in the Stockholder Approval is foregoing clauses (1) and (2) exist); and provided further that the Parent Shareholder Meeting shall not obtained be adjourned or postponed to a date on or after two Business Days prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedOutside Date.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting Unless the Board of stockholders Directors of the Company has made a Change of Recommendation, the Company, acting through its Board of Directors (or a committee thereof), shall promptly 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 purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholder Stockholders Meeting”) and shall not, without the prior written consent of Parent, postpone, recess or adjourn such meeting; provided that the Company may postpone, recess or adjourn such meeting without the prior written consent of Parent (i) to the extent required by Law or fiduciary 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), the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Requisite Vote or 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 initially shall the Board of Directors of the Company has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent the breach of fiduciary duty and for such supplemental or amended disclosure to be promptly called disseminated and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors Company’s stockholders prior to the Stockholders Meeting to the extent so determined to be necessary; provided that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this provision to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). The Company, acting through its Board of Directors (or a committee thereof), shall subject to Section 6.1(c), (a) include in the Proxy Statement the Recommendation and the written opinion of the Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Common Stock and (b) use its reasonable best efforts to obtain the Company Requisite Vote, including to actively solicit proxies necessary to obtain the Company Requisite Vote; provided that the Board of Directors of the Company 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, may fail to use its reasonable best efforts if it shall have determined in good faith, after consultation with outside legal counsel of their choice, at the expense of to the Company, soliciting each such stockholder’s affirmative vote at that the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all failure of the Securities as described in the Agreement in accordance with applicable law and rules and regulations Board of The NASDAQ Stock Market, including the issuance Directors of the Warrant Shares upon exercise Company to effect a Change of the Warrants (such affirmative approval being referred Recommendation would be reasonably likely to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use be inconsistent with its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend fiduciary duties under applicable Law. Notwithstanding anything to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadlinecontrary contained in this Agreement, the Company shall cause an additional Stockholder not be required to hold the Stockholders Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval if this Agreement is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.terminated. -37-

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”)will take, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules its certificate of incorporation and regulations by-laws, all action necessary to establish a record date for, duly call, give notice of, convene a meeting of The NASDAQ Stock Market, including the issuance holders of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and Stockholders Meeting”) as promptly as reasonably practicable after the date such approval is obtainedthat the SEC staff informs the Company that it has no further comments on the preliminary Proxy Statement, to consider and vote upon the “Stockholder Approval Date”)adoption of this Agreement, and the Company shall 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 allow for the filing or distribution 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 prior to the Company Stockholders Meeting; or (d) to solicit additional proxies if the Company or Parent reasonably believes doing so may be necessary to obtain the Requisite Company Vote. Subject to Section 6.2 hereof, the Company Board shall recommend such adoption and shall use its reasonable best efforts to take customary lawful actions to solicit its stockholders’ approval such adoption of this Agreement. For the Stockholder Resolutions and to cause the Board to recommend avoidance of doubt, to the stockholders that they approve extent the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting DeadlineBoard makes a Change of Recommendation, the Company nevertheless shall cause an additional Stockholder Meeting continue to approve the Stockholder Resolutions submit this Agreement to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held Company for adoption at least once the Stockholders Meeting unless this Agreement shall been terminated in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend accordance with its terms prior to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”)will take, which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law Law and rules and regulations the Company Charter Documents, all action necessary to convene a meeting of The NASDAQ Stock Market, including the issuance holders of the Warrant Shares Company Common Stock (the “Stockholders Meeting”) as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon exercise the adoption of this Agreement. In connection therewith, the Company shall establish a record date for the Stockholders Meeting that is as early as is reasonably practicable, which such record date shall not be changed once established without the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law. Following the distribution of the Warrants Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned, recessed or postponed, without the consent of Parent (such affirmative approval being referred not to herein be unreasonably withheld, conditioned or delayed) or as required by applicable Law. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Stockholders Meeting is scheduled (the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Original Date”), and (a) the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek reasonably believes it will not receive proxies sufficient to obtain the Company Stockholder Approval by Approval, whether or not a quorum is present, or (b) it is necessary to adjourn, recess or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, the Company may adjourn, recess or postpone or make one or more successive postponements or adjournments of, the Stockholders Meeting, as long as the date of the Stockholders Meeting is not adjourned, recessed or postponed more than ten days from the Original Date in reliance on this sentence. Subject to Section 5.3, the Company Board shall recommend such adoption and shall take all lawful action to solicit the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of assisting in the solicitation of proxies for the Stockholders Meeting. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with its terms prior to the time of the Stockholders Meeting, the Stockholders Meeting Deadline. If, despite shall be convened and this Agreement shall be submitted to the Company’s best efforts, stockholders for the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, purpose of obtaining the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedApproval.

Stockholders Meeting. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which i) Unless this Agreement has been previously reviewed by the Investors and a counsel of their choiceterminated in accordance with Article 9, at the expense of the CompanyParent will take, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, Law (including the issuance DGCL) and its certificate of incorporation and bylaws and the rules of the Warrant Shares upon exercise NASDAQ, all action necessary to establish a record date, duly call, give notice of, convene and hold a meeting of holders of Parent Common Stock (the “Stockholders Meeting”) for purposes of obtaining the Parent Stockholder Approval on a date selected by Parent after consultation with Buyer as promptly as reasonably practicable (and in any event no later than forty-five (45) calendar days after (i) the tenth (10th) calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed Parent that it intends to review the Proxy Statement or (ii) if the SEC has by such date informed Parent that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, subject to any delay that may be reasonably necessary to comply with the rules of the Warrants NASDAQ and/or Rule 14a-13 under the Exchange Act with respect to the record date for the Stockholders Meeting); provided, however, Parent may postpone or adjourn the Stockholders Meeting solely (i) with the consent of Buyer; (ii) after consultation with Buyer, if Parent has not received proxies representing a sufficient number of shares of Parent Common Stock for the Parent Stockholder Approval to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (iii) after consultation with and approval of Buyer (such affirmative approval being referred not to herein as be unreasonably withheld, conditioned or delayed), to allow reasonable time for any supplemental or amended disclosure which Parent has determined in good faith is reasonably necessary under applicable Law for such supplemental or amended disclosure to be disseminated and reviewed by holders of Parent Common Stock prior to the “Stockholders Meeting. Notwithstanding the foregoing, Parent shall, at the request of Buyer, to the extent permitted by Law, adjourn the Stockholders Meeting to a date specified by Buyer if Parent has not received proxies representing a sufficient number of shares of Parent Common Stock for the Parent Stockholder Approval” and the date such approval is obtained. (ii) The adoption of this Agreement, the “adjournment or postponement of the Stockholders Meeting due to the absence of a quorum or if Parent has not received proxies representing a sufficient number of shares of Parent Common Stock for the Parent Stockholder Approval Date”)Approval, the approval of transactions that are anticipated to be entered into simultaneously herewith, and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act shall be the only matters which Parent shall propose to be acted on by Parent’s stockholders at the Stockholders Meeting unless otherwise approved in writing by Buyer. (iii) Subject to Section 7.02, the Parent Board shall (i) make the Board Recommendation, (ii) include the Board Recommendation in the Proxy Statement and the Company shall (iii) use its reasonable best efforts to take, or cause to be taken, all lawful actions to solicit its stockholders’ such approval of the Stockholder Resolutions Transactions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting adoption of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedthis Agreement.

Stockholders Meeting. The Company Subject to the terms and conditions of this Agreement, First Bell Bancorp shall provide each stockholder entitled submit this Agreement to vote its stockholders for xxxroval at a special meeting to be held as soon as practicable, and, subject to the next sentence, its Board of Directors shall recommend approval of this Agreement to the First Bell Bancorp stockholders. The Board of Directors of First Bell Xxncorp may fail to make such a recommendation, or annual withdrxx, modify or change any such recommendation if such Board of Directors, after having consulted with and considered the advice of outside counsel to First Bell Bancorp, has determined that the making of such recommendatxxx, or the failure so to withdraw, modify or change such recommendation, could reasonably be deemed to constitute a breach of the fiduciary duties of such directors under Delaware law, provided that Section 5.06 shall govern the withdrawal, modification or change of such recommendation in the circumstances described therein. First Bell Bancorp shall take all steps necessary in order to hold a meexxxx of stockholders for the purpose of approving this Agreement within three (3) months of the date of this Agreement, or as soon thereafter as is practicable. The Proxy Statement will not, at the time it is mailed to First Bell Bancorp stockholders and up to and including the date of xxx meeting of stockholders of First Bell Bancorp to which the Company (Proxy Statement relates, contain any untxxx statement of a material fact or omit to state any material fact necessary in order to make the “Stockholder Meeting”)statements therein not misleading; except that First Bell Bancorp assumes no responsibility for any statement of a xxxxrial fact, which initially or failure to state a material fact necessary in order to make the statements therein not misleading, concerning Northwest MHC, Northwest Bancorp or Northwest Savings Bank that is included in the Proxy Statement and that is provided in writing by Northwest Bancorp. First Bell Bancorp shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), retain a proxy statement substantially solicitor in the form which has been previously reviewed by the Investors and a counsel connection with txx solicitation of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for stockholder approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedthis Agreement.

Stockholders Meeting. (a) The Company will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all reasonable action necessary to convene a meeting of holders of Shares (the “Stockholders Meeting”) within 35 days after the date of mailing of the Proxy Statement to consider and vote upon the adoption of this Agreement; provided that the Company may postpone or adjourn to a later date the Stockholders Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that the Company has determined in good faith 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. (b) The Company shall provide each stockholder postpone or adjourn to a later date the Stockholders Meeting on one occasion at the request of Parent. Subject to the right of the Company Board to make a Change of Recommendation in accordance with Section 5.2(d), the Company Board shall recommend adoption of this Agreement by its stockholders at the Stockholders Meeting and shall take all reasonable lawful action to solicit such adoption of this Agreement. (c) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Stockholders Meeting (the “Record Date”) that is approximately 35 days prior to the date of the Stockholders Meeting. Once the Company has established the Record Date, the Company shall not change such Record Date or establish a special different record date for the Stockholders Meeting without the prior written consent of Parent, unless required to do so by applicable Law or annual meeting the Company’s bylaws. In the event that the date of the Stockholders Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing, it shall implement such adjournment or postponement or other delay in such a way that the Company does not establish a new Record Date for the Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law or the Company’s bylaws. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than procedural matters) that the Company shall propose to be acted on by the stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best efforts to solicit its stockholders’ approval of the Stockholder Resolutions and to cause the Board to recommend to the stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedStockholders Meeting.

Stockholders Meeting. The Company shall provide each stockholder entitled (a) Subject to vote at a special Section 6.2, following the time the SEC indicates it will not review or annual meeting of stockholders of have any further comments with respect to the Company Proxy Statement (or if no communication is received from the “Stockholder Meeting”SEC indicating it intends to review, as soon as permitted by applicable Law), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of Seller will take all of the Securities as described in the Agreement actions necessary in accordance with applicable law Law, Seller’s organizational documents and the rules of Nasdaq to duly call, give notice of, convene and regulations of The NASDAQ Stock Market, including hold the issuance Stockholders’ Meeting as promptly as practicable following the twentieth (20th) Business Day following mailing of the Warrant Shares upon exercise Proxy Statement to Seller stockholders, but in no event later than the thirtieth (30) Business Day following such mailing of the Warrants (such affirmative approval being referred Proxy Statement. Seller shall provide Buyer with notice of the Stockholder’s Meeting as promptly as practicable. Notwithstanding anything to herein as the “Stockholder Approval” and the date such approval is obtainedcontrary contained in this Agreement, the “Stockholder Approval Date”)Seller may, in consultation with Buyer, and shall, at the Company shall use its best efforts written request of Buyer, adjourn or postpone the Stockholders’ Meeting (i) to solicit its stockholders’ approval of the Stockholder Resolutions and extent required by applicable Law or if, after consultation with Buyer, Seller determines such adjournment or postponement necessary to cause ensure that any required supplement or amendment to the Board to recommend Proxy Statement is provided to the stockholders that they approve of Seller within a reasonable amount of time in advance of the Stockholder Resolutions. The Company shall Stockholders’ Meeting if such disclosure is determined by Seller in good faith after consultation with outside counsel to be obligated required to seek 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, or (iii) to solicit additional proxies if necessary to obtain Stockholder Approval; provided, however, that, unless otherwise agreed to by each of Buyer and Seller, (x) with respect to each of the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best effortsforegoing clauses (ii) and (iii), the Stockholder Approval Stockholders’ Meeting will not be adjourned or postponed in connection with any one adjournment or postponement to a date that is not obtained on more than thirty (30) days in the aggregate without Buyer’s prior written consent and in no event shall any adjournment or postponement be to a date that is fewer than thirteen (13) Business Days prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend Outside Date). Subject to the express provisions of Section 6.2 regarding a Seller Adverse Recommendation Change, Seller shall (i) recommend that Seller’s stockholders that they approve the Stockholder Resolutions adopt this Agreement at any such Stockholder Stockholders’ Meeting and (ii) use its commercially reasonable efforts to obtain Stockholder Approval, including soliciting proxies therefor. (b) Seller shall keep Buyer informed with respect to proxy solicitation results and shall provide such information and reasonable cooperation as Buyer may reasonably request in connection therewith. Notwithstanding anything to the Stockholder Approval contrary in this Agreement, unless this Agreement is not obtainedterminated in accordance with its terms, Seller shall remain obligated to provide the Company shall cause an additional Stockholder information and cooperation described in the immediately preceding sentence and duly call, give notice of, convene and hold the Stockholders Meeting and mail the Proxy Statement (and any amendment or supplement thereto that maybe required by applicable Law) to Seller’s stockholders in accordance with Section 6.3 and this Section 6.4, notwithstanding any Seller Adverse Recommendation Change. (c) Nothing in this Section 6.4 will be held each calendar quarter after deemed to prevent Seller or the Stockholder Meeting Deadline until such Stockholder Approval is obtainedSeller Board or any duly authorized committee thereof from taking any action permitted by Section 6.2.

Stockholders Meeting. The Company (a) Parent shall provide each stockholder entitled take all action necessary under applicable Law to vote at call, give notice of and hold a special or annual meeting of stockholders the holders of Parent Common Stock to consider and vote to approve (1) the conversion of the Company Parent Convertible Preferred Stock issued pursuant to this Agreement and the Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and (2) if deemed necessary or appropriate by Parent or as otherwise required by applicable Law or Contract, to authorize sufficient Parent Common Stock in Parent’s certificate of incorporation for the conversion of the Parent Convertible Preferred Stock issued pursuant to this Agreement and the Stock Purchase Agreement and/or to effectuate a reverse stock split (collectively, the “Charter Amendment Proposal”) pursuant to the terms of this Agreement (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholders Meeting”), which initially . The Parent Stockholder Meeting shall be held as promptly called as practicable after the date that the definitive Proxy Statement is filed with the SEC, and held not in any event no later than October 31, 2015 one hundred and eighty (180) days after the “Closing Date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting Deadline”)are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, a proxy statement substantially in if on the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense date of the CompanyParent Stockholder Meeting, soliciting each such stockholder’s affirmative vote at or a date preceding the date on which the Parent Stockholder Meeting for approval is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of resolutions Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the “Stockholder Resolutions”) providing for the Company’s issuance of all business of the Securities Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as described in long as the Agreement in accordance with applicable law and rules and regulations of The NASDAQ Stock Market, including the issuance date of the Warrant Shares upon exercise Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments. (b) Parent agrees that, subject to the Warrants Parent Board’s compliance with its fiduciary duties under applicable Law, (such affirmative approval being referred i) the Parent Board shall recommend that the holders of Parent Common Stock vote to herein as approve the “Parent Stockholder Approval” Matters and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its best commercially reasonable efforts to solicit its stockholders’ such approval of within the Stockholder Resolutions time frame set forth in Section 6.2(a) above and to cause (ii) the Board to recommend Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders that they approve the Stockholder Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting vote to approve the Parent Stockholder Resolutions to be called and held at each otherwise convened special or annual meeting of the stockholders of the Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtainedMatters.