Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofof this Agreement (but in any event, Parent and no later than the 45th day thereafter), the Company shall prepare and file with the SEC mutually acceptable proxy materials that the Proxy Statement in preliminary form. The Company shall constitute use all commercially reasonable efforts to (i) respond to the comments of the SEC (subject to the requirements of Section 6.1(b)) and (ii) cause the Proxy Statement/Prospectus (such proxy statement/prospectus, in definitive form, to be disseminated to the holders of the Common Shares, as and any amendments or supplements theretoto the extent required by applicable federal securities Laws. Subject to Section 5.3, the "Proxy Statement/Prospectus") Statement shall contain the Company Recommendation and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable relevant provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderMBCA. (b) Each of Parent and Merger Sub shall provide for inclusion, or incorporation by reference, in the Proxy Statement of all required information regarding Parent and Merger Sub. The Company shall provide Parent and its counsel reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment on the Proxy Statement, and any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), before such is filed with the SEC. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto (other than amendments or supplements thereto in compliance with Section 5.3), without providing Parent a reasonable opportunity (but in any event, no less than twenty-four (24) hours) to review and comment thereon (which comments shall be reasonably considered by the Company). In addition, the Company shall use commercially reasonable efforts provide Parent and its counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to have the Form S-4 declared effective by time from the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, or its staff with respect to the Proxy Statement/Prospectus received from Statement promptly after the SEC. Parent shall provide the Company with receipt of such comments or other communications, and (ii) a reasonable opportunity to review and comment on any amendment or supplement such comments. The Company shall use all commercially reasonable efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Form S-4 Company Proxy Statement as promptly as practicable after receipt thereof and any communications prior to filing such with the SEC, and will promptly provide cause the Company with a copy of all such filings Proxy Statement in definitive form to be cleared by the SEC and communications made mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. (dc) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Each of the Company's stockholders as soon as reasonably practicable after , Parent and Merger Sub shall cooperate and consult with each other in the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Proxy Statement/Prospectus or . Without limiting the Form S-4. (e) If at any time prior to generality of the Effective Time any information relating to Parent or foregoing, each of the Company, or Parent and Merger Sub agrees to promptly (i) correct any of their respective Affiliates, officers or directors, should be discovered information provided by Parent or the Company which should be set forth it for use in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so Statement if and to the extent that such information shall have become false or misleading in any of such documents would not material respect and (ii) supplement the information provided by it for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented to be filed with the SEC and to be disseminated to the holders of the Common Shares, the party that discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Companyapplicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectusStatement and cause the Proxy Statement to be disseminated to the holders of the Shares, as and any amendments or supplements theretoto the extent required and permitted by applicable federal securities Laws. Subject to Section 5.2, the "Proxy Statement/Prospectus") and Parent shall prepare and file Statement will contain the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderCompany Recommendation. (b) Each of Parent and Merger Sub will provide for inclusion or incorporation by reference in the Company shall use commercially reasonable efforts Proxy Statement of all required information relating to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent or its Affiliates. Parent and its counsel shall be given the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such Proxy Statement before it is filed with the SEC. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and the opportunity to review and comment on such comments. The Company will respond promptly provide to any such comments from the SEC or its staff. The Company with a copy shall not file or mail the Proxy Statement or respond to comments of all such filings and communications made with the SECSEC prior to receiving Parent’s approval, which approval shall not be unreasonably withheld or delayed. (dc) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service Each of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or Parent and Merger Sub agrees to promptly (i) correct any of their respective Affiliates, officers or directors, should be discovered information provided by Parent or the Company which should be set forth it specifically for use in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so Statement if and to the extent that such information shall have become false or misleading in any of such documents would not material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders applicable federal securities Laws. Table of the Company.Contents

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file Parent will cooperate in preparing and each will cause to be filed with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statementjoint proxy statement/Prospectus prospectus relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting and the matters to be submitted to the stockholders of Parent at the Parent Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall will prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall will use commercially reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby and thereby. (c) . Parent and the Company shallwill, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. Parent shall The parties will cooperate and provide the Company other with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company each other with a copy of all such filings and communications made with the SEC. . Notwithstanding any other provision herein to the contrary, no amendment or supplement (dincluding by incorporation by reference) The to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both parties, which approval will not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval will apply only with respect to information relating to the other party or its business, financial condition or results of operations. Parent will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent stockholders, and the Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders stockholders, in each case as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance Merger and each of the Company shall and Parent will furnish all information concerning the Company it and the holders of Company Common Stock its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) . If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by Parent or the Company Company, which information should be set forth in an amendment or supplement to any of either the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulationsapplicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent and the Company.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereofof this Agreement (but in any event not later than twenty-five (25) Business Days thereafter), Parent and the Company shall prepare the Proxy Statement and after consultation with, and approval by Parent, file the preliminary Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC mutually acceptable proxy materials that or mailed by the Company without consultation and review by Parent. The Company shall constitute promptly notify Parent of the Proxy Statement/Prospectus (such proxy statement/prospectus, receipt of any comments from the SEC and of any request from the SEC for amendments or supplements theretoto the Proxy Statement or for additional information, and shall promptly supply Parent with copies of all written correspondence between the "Proxy Statement/Prospectus") and Parent shall prepare and file Company or its Representatives, on the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 one hand, and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions SEC or members of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shallits staff, as promptly as practicable after receipt thereof, provide on the other party copies of any written comments and advise the other party of any oral commentshand, with respect to the Proxy Statement/Prospectus received from , the SECMergers or any of the other transactions contemplated by this Agreement. Parent shall provide reasonably cooperate with the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment preparation of the Proxy Statement/Prospectus or , including furnishing to the Form S-4Company any and all information regarding Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.5(d). (eb) If at any time prior to the Effective Time Company Stockholders Meeting any information event or circumstance relating to the Company or Parent or the Company, or any of their respective Affiliatessubsidiaries, or their respective officers or directors, should be discovered by Parent or the Company which or Parent, as the case may be, which, pursuant to Exchange Act, should be set forth in an amendment or a supplement to any of the Form S-4 or the Proxy Statement/Prospectus , so that any of such documents the Proxy Statement would not include any misstatement of a material fact or 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 that discovers such information Company or Parent, as the case may be, shall promptly notify inform the other party hereto andhereto, to the extent required by law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders Company’s stockholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the CompanyExchange Act and the rules and regulations thereunder.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following No later than 21 days after the date hereof, Parent and the Company shall prepare prepare, and as promptly as practical thereafter the Company shall file with the SEC mutually acceptable proxy materials that shall constitute SEC, the preliminary form of the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable best efforts to have the Form S-4 declared effective such Proxy Statement approved by the SEC as promptly as practicable after filing and, subject to Section 5.4 hereof, the date hereof Company shall schedule the Company Shareholders Meeting as soon as practicable thereafter. The Proxy Statement will, when prepared pursuant to this Section 7.6 and mailed to keep the Form S-4 effective Company’s shareholders, comply as long as is necessary to consummate form and substance in all material respects with the Merger and applicable requirements of the transactions contemplated thereby. (c) 1934 Act. Each of Parent and the Company shall, as promptly as practicable after receipt thereof, provide shall indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party copies of any written comments and advise for inclusion in the other party of any oral commentsProxy Statement which, at the time such statement was made, is false or misleading with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionmaterial fact, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit omits to state any material fact necessary in order to make the statements thereinstatement, in light of the circumstances under which they were it was made, not false or misleading. The Proxy Statement shall include, among other things, a description of the fairness opinion received by the Company and a declaration of the Company’s Board of Directors of approval of the Merger, the party advisability of the Merger and its recommendation that discovers the Company’s Shareholders approve the Merger, subject to the right of the Company’s Board of Directors to withhold or revise recommendation of the Merger in accordance with Section 5.4 of this Agreement. The Proxy Statement shall be reviewed and approved by Parent and its counsel prior to the mailing of such information Proxy Statement to the Company’s shareholders, which approval shall promptly notify not be unreasonably withheld or delayed. Notwithstanding anything to the other party hereto andcontrary that may be contained elsewhere in this Agreement, the Company may cease it efforts to obtain approval of the Proxy Statement by the SEC or postpone or cancel the mailing of the Proxy Statement or the holding of the Company Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent required by law, rules applicable) if (i) the Company has receive a Superior Proposal (as defined in Section 5.4(b) above) or regulations, an appropriate amendment (ii) any event or supplement describing such information shall be promptly filed circumstance has occurred that would entitle the Company to terminate this Agreement or change its recommendation with the SEC and disseminated respect to the stockholders approval of the CompanyMerger in a manner adverse to Parent, including the making by a third party of a Competing Proposal (as defined in Section 9.1(h) below).

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.03(b), within 15 Business Days hereof), Parent and the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(e), the Proxy Statement shall constitute include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and subject to the consent of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement/Prospectus (such proxy statement/prospectus, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of not contain any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no agreement, representation or warranty is made by the party that discovers such Company with respect to information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock and the Class B Special Voting Share, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response. The Company shall give reasonable and good faith consideration to the comments of Parent and Sub and their counsel on the Proxy Statement and any response to comments of the SEC or its Staff on the Proxy Statement, and shall not file or mail the Proxy Statement or any written response to such comments without the consent of Parent, which consent will not be unreasonably withheld or delayed.

Preparation of Proxy Statement. (a) As Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably practicable request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Shareholder Approval. (b) The Company and shall cause to be filed with the SEC, within 30 calendar days following the date hereof, Parent and a mutually acceptable Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company shall prepare Shareholders Meeting, which will set forth the Merger Consideration and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectusExchange Ratios as finally determined pursuant to Section 3.1, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus Statement to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection comply with the Share Issuance rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. The Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, Parent promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will (i) provide Parent with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Proxy Statement/Prospectus , this right of approval shall apply only with respect to information relating to Parent, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Form S-4Transactions; and provided, further that the Company, in connection with any Company Change of Recommendation, may amend or supplement the Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation. (ec) Parent and the Company each shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue-sky laws and the rules and regulations thereunder. (d) If at any time prior to the Effective Time Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus , so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders of the CompanyCompany Shareholders.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following The Company, the date hereofShareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus Merger (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus") with the SEC and Parent shall prepare use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Form S-4Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as Parent's prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect thereunder applicable to the Proxy Statement/Prospectus received from Statement and the SEC. Parent shall provide solicitation of proxies for the Company with a reasonable opportunity Shareholders' Meeting (including any requirement to review and comment on any amendment amend or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed ) and each party shall furnish to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying such information relating to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and its affiliates and the Company shall furnish all Transactions and such further and supplemental information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise by the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) . If at any time prior to the Effective Time Shareholders Meeting there shall occur any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information Company shall promptly notify the other party hereto andprepare and mail to its shareholders such an amendment or supplement; provided, to the extent required by law, rules or regulations, an appropriate that no such amendment or supplement describing such information to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be promptly filed unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and disseminated its staff, including all meetings and telephone conferences, relating to the stockholders Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement the recommendation of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the Lehm▇▇ Opinion.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event within twenty (20) Business Days hereof), Parent and the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that statement relating to the Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Board of Directors of the Company shall constitute make the Company Recommendation and shall include such Company Recommendation (and Fairness Opinion) in the Proxy Statement/Prospectus (such proxy statement/prospectus; provided, however, that the Board of Directors of the Company may make a Company Adverse Recommendation Change pursuant to, and in accordance with, Section 5.02. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as Shareholders’ Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of not contain any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information specifically supplied by Parent or Merger Sub, for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the California Code and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments or requests from the SEC, the staff of the SEC or any other government officials related to the Proxy including for amendments or supplements to the Proxy Statement, and shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, the staff of the SEC or any other government officials related to the Proxy, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing such information and the Company shall be promptly filed with provide Parent and Merger Sub and their respective counsel a reasonable opportunity to review and comment on any response to the SEC and disseminated or its staff. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, within fifteen (15) Business Days hereof), Parent the Company shall prepare, and shall cause to be filed with the SEC in preliminary form, a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Proxy Statement shall (i) state that the Board of Directors has unanimously (A) approved this Agreement and the transactions contemplated hereby, (B) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and the Company shall prepare Stockholders, and file (C) include the recommendation of the Board of Directors that the Company Stockholders vote to adopt this Agreement and approve the transactions contemplated thereby, including the Merger (such recommendation described in this clause (C) the “Recommendation”) (except to the extent that the Company effects a Recommendation Withdrawal in accordance with Section 7.5(d) of this Agreement); (ii) include a copy of the SEC mutually acceptable proxy materials that shall constitute Fairness Opinion and (iii) include a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement/Prospectus (such proxy statement/prospectus, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as Stockholders’ Meeting, not to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of contain any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information expressly supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing and the Company shall provide Parent and its counsel a reasonable opportunity to review and propose comments on any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff prior to filing such response. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent a reasonable opportunity to review and to propose comments on the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement, but in any event no later than 45 days following the date hereof, Parent and the Company shall prepare and will file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects Statement with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus Statement to be mailed disseminated to the Company's stockholders holders of the Shares, as soon promptly as reasonably practicable after the Form S-4 Proxy Statement is declared effective under cleared by the Securities Act. Parent shall take any action (other than qualifying to do business SEC and in any jurisdiction in which it event no later than five Business Days after the Proxy Statement is not now so qualified or cleared by the SEC. Subject to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with Section 5.2, the Share Issuance Proxy Statement will contain the Company Recommendation and the Company shall furnish all information concerning will use reasonable best efforts to obtain the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4Stockholder Approval. (eb) If at any time prior to Parent and Merger Sub will provide for inclusion or incorporation by reference in the Effective Time any Proxy Statement all required information relating to Parent or its Affiliates. No filing or mailing of, or amendment or supplement to, the Proxy Statement, will be made by the Company without Parent’s prior written consent (which will not be unreasonably withheld, conditioned or delayed) and without providing Parent a reasonable opportunity to review and comment thereon; provided, however, that the Company, (i) in connection with either an Acquisition Recommendation Change or a Change of Recommendation made in accordance with Section 5.2, may amend or supplement the Proxy Statement to effect such change (it being understood that any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an such amendment or supplement will solely contain (A) such Acquisition Recommendation Change or Change of Recommendation, (B) a statement of the reasons of the Company Board for making such Acquisition Recommendation Change or Change of Recommendation, and (C) such other information as the Company determines in good faith is required by Law to be included in such amendment or supplement and, in such event, Parent will have no right of consent under this Section 6.1(b)) and (ii) may otherwise amend or supplement the Proxy Statement to include such information required by Law to be included in such amendment or supplement. The Company will advise and provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and a reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff. (c) Each of the Form S-4 or Company, Parent and Merger Sub will promptly (i) correct any information provided by it specifically for use in the Proxy Statement/Prospectus so Statement if and to the extent that such information is or shall have become false or misleading in any of such documents would not material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact information that is or omit to state any material fact will become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company will cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the party that discovers such information shall promptly notify the other party hereto and, in each case as and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Companyapplicable Law.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), Parent and the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement shall constitute include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement/Prospectus (such proxy statement/prospectus, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as Stockholders’ Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of not contain any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this Agreement (and in any event, within fifteen (15) Business Days hereof, assuming the Company has received all information from Parent and as the Company has reasonably requested), the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute statement relating to the Proxy Statement/Prospectus Stockholders’ Meeting (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the "“Proxy Statement/Prospectus") ”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation. Each of Parent, Silk USA and Parent shall prepare and file Merger Sub will cooperate with the Form S-4. The Proxy Statement/Prospectus will be included Company in and will constitute a part connection with the preparation of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus , including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives reasonably requested by the Company or otherwise required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall use its reasonable best efforts, assuming Parent’s compliance with its obligations under Section 6.01(b), to cause the Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) Each of Parent and . Notwithstanding the foregoing, the Company shall use commercially not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable efforts opportunity to have the Form S-4 declared effective review and comment thereon (and such comments shall be reasonably considered by the SEC as promptly as practicable after Company); provided, that, following a Change in Company Board Recommendation, the date hereof and Company’s only obligation shall be to keep the Form S-4 effective as long as is necessary provide to consummate the Merger and the transactions contemplated thereby. (c) Parent and the a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company shall, as promptly as practicable after promptly: (i) notify Parent of the receipt thereof, provide the other party copies of any written or oral comments or substantive inquiries received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information; and advise (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other party of any oral commentshand, with respect to the Proxy Statement/Prospectus received . The Company shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any written comments or responses to be submitted by the Company in response to any comments or substantive inquiries from the SEC. Parent SEC or the staff thereof and shall provide the Company with Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment on any amendment or supplement thereon (and such comments shall be reasonably considered by the Company); provided, that, following a Change in Company Board Recommendation, the Company’s only obligation shall be to the Form S-4 and any communications prior provide to filing such with the SEC, and will promptly provide the Company with Parent a copy of all such filings written response in advance of submission to the SEC or its staff. The Company shall use its reasonable best efforts to resolve, and communications made each Party agrees to consult and cooperate with the SEC. (d) The Company will other Parties and use commercially reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to cleared by the Company's stockholders SEC as soon promptly as reasonably practicable after following the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice filing thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, but subject to Parent's timely performance of its obligations under Section 7.01(b), within twenty (20) Business Days hereof), Parent and the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute statement relating to the Proxy Statement/Prospectus Stockholders' Meeting (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 Except as Parent's prospectus. The Form S-4 and expressly contemplated by Section 6.02(d), the Proxy Statement/Prospectus Statement shall comply as to form in all material respects with include the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, Recommendation with respect to the Proxy Statement/Prospectus received from Merger, the SEC. Parent shall provide the Company with a reasonable opportunity to review Fairness Opinion and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with Section 262 of the SEC. (d) DGCL. The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to , at the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, time of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment mailing of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, Statement or any of their respective Affiliatesamendments or supplements thereto, officers or directors, should be discovered by Parent or and at the Company which should be set forth in an amendment or supplement to any time of the Form S-4 or the Proxy Statement/Prospectus so that Stockholders' Meeting, to not contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NYSE. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereofClosing, Parent and but, in any case within sixty (60) days thereafter, ▇▇▇▇▇▇▇ shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute use its reasonable best efforts to (A) cause the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective promulgated by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral commentsincluding, with respect to the Company, the provision of financial statements of, and any other information with respect to, the Company for all periods, and in the form, required to be included in the Proxy Statement/Prospectus received Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Parent Carmell, on the one hand, and the Company, on the other hand, shall provide the Company with a reasonable opportunity promptly furnish, or cause to review and comment on any amendment or supplement be furnished, to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company such Party and the holders of Company Common Stock as its Representatives that may be required or reasonably requested in connection with any such action. Each party will advise action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable SEC or Nasdaq in connection with the Merger for offering or sale in transactions contemplated by this Agreement and the Ancillary Documents. If any jurisdiction, or any request by the SEC for amendment Party becomes aware of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, that should be discovered by Parent or the Company which should be set forth disclosed in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of , then (1) such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinParty shall promptly inform, in light the case of any Carmell Party, the Company, or, in the case of the circumstances under which they were madeCompany, not misleadingCarmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the party that discovers Company, or, in the case of the Company, Carmell (in either case, such information shall promptly notify the other party hereto andagreement not to be unreasonably withheld, to the extent required by law, rules conditioned or regulationsdelayed), an appropriate amendment or supplement describing to Proxy Statement; (3) ▇▇▇▇▇▇▇ shall promptly file such information shall be promptly filed mutually agreed upon amendment or supplement with the SEC SEC; and disseminated (4) the Parties shall reasonably cooperate, if appropriate, in promptly mailing such amendment or supplement to the stockholders Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff that it has completed its review of the Companypreliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Required Transaction Proposal.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable practicable, and in no event later than twenty (20) Business Days following the date hereofof this Agreement, Parent and the Company shall prepare and file the Proxy Statement with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4SEC. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially its reasonable best efforts to have the Form S-4 declared effective Proxy Statement cleared by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SECpracticable. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to shall cause the Proxy Statement/Prospectus Statement to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested promptly as practicable, but in connection with no event more than five (5) Business Days following the earlier of (i) clearance by the SEC of the Proxy Statement and (ii) the conclusion of any such action. Each party SEC review of the Proxy Statement (the “SEC Approval”). (b) The Company will advise the other partyParent, as promptly as practicable after it receives notice thereofhereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of to amend the Proxy Statement/Prospectus Statement or comments thereon and responses thereto or requests by the Form S-4. (e) If SEC for additional information. If, at any time prior to before the Effective Time Time, either Parent or the Company discovers or determines that any information relating to Parent that party or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which its Affiliates should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so Statement in order to comply with applicable Law or in order that any of such documents document would not include any material misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmaterial, the party making that discovers such information discovery or determination shall promptly notify the other party hereto and, to the extent required by lawLaw, rules or regulations, the parties shall cause an appropriate amendment or supplement describing addressing such information shall to be promptly filed with the SEC and and, to the extent required by Law, disseminated to the stockholders of the Company. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto and all mailings to the Company’s stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the reasonable prior review and comment of Parent.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 7.01(b), within fifteen (15) Business Days hereof), Parent and the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.02(d), the Proxy Statement shall constitute include the Recommendation with respect to the Merger, the Fairness Opinion and a copy of Section 262 of the DGCL. The Company will cause the Proxy Statement/Prospectus (such proxy statement/prospectus, and at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as Stockholders’ Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of not contain any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the party that discovers such Company with respect to information expressly supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of Nasdaq. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by lawProxy Statement, rules or regulations, an appropriate amendment or supplement describing and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the CompanyProxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) As In connection with the Company Meeting, as promptly as reasonably practicable following the date hereof, Parent and in any event within five (5) Business Days following the date hereof, the Company shall prepare and file submit with the SEC mutually acceptable a letter to the shareholders, notice of meeting, proxy materials that statement, and forms of proxy to be used for the Company Meeting, and any supplements thereto prepared in accordance with this Agreement (collectively, the “Proxy Statement”, and the date of submission to the SEC referred to as the “Submission Date”). The Company shall constitute cause the Proxy Statement to comply with Israeli Law and all other applicable Laws. Subject to applicable Law, the Company shall cooperate and consult with Parent and the Merger Subs in the Company’s preparation of the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, . Without limiting the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part generality of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each foregoing, each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide Subs will furnish the Company with the information relating to it required to be set forth in the Proxy Statement by applicable Law. The Proxy Statement shall include: (i) a reasonable statement confirming which Stockholders have entered into a Voting and Support Agreement, the number of shares held by each such Stockholder, their percentage holdings of all outstanding Company Common Stock and a summary description of the Voting and Support Agreement; (ii) the Board Recommendation, provided there has been no Change in Recommendation and (iii) the material factors considered by the Company Board in evaluating the First Merger. Subject to applicable Law, no filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its advisors the opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SECthereon, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish will give due consideration to all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other partyreasonable additions, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering deletions or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered changes suggested by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Companyits counsel.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company Seller shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute relating to obtaining the Proxy Statement/Prospectus Required Seller Vote (such proxy statement/prospectusmaterials, and any amendments or supplements thereto, the "“Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4”). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company Seller shall, as promptly as practicable after receipt thereof, but in no event later than two business days after receipt thereof, provide the other party Buyer copies of any written comments and advise the other party Buyer of any oral comments, comments with respect to the Proxy Statement/Prospectus Statement received from the SEC. Parent Seller shall cooperate and provide the Company Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Form S-4 and any communications thereto prior to filing such with the SEC, and will promptly provide the Company Buyer with a copy of all such filings and communications made with the SEC. (d) The Company . Seller will use commercially reasonable efforts to cause the Proxy Statement/Prospectus Statement to be mailed to the Company's Seller’s stockholders as soon promptly as reasonably practicable after it has been cleared by the Form S-4 is declared effective under the Securities ActSEC. Parent The Proxy Statement shall take any action (other than qualifying conform in all material respects to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any all applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such actionLaws. Each party Seller will advise the other partyBuyer, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, Proxy Statement is cleared by the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, SEC or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) . If at any time prior to the Effective Time any information relating to Parent or the CompanySeller, Buyer or any of their respective Affiliates, officers or directors, should be or the Transaction is discovered by Parent Seller or the Company Buyer which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus Statement so that any of such documents would not include any misstatement of a material fact or 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 that which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulationsapplicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the CompanySeller.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following the date hereofof this Agreement, Parent and shall, with the Company shall cooperation of the Company, prepare and file with the SEC mutually acceptable under the Exchange Act, and with all other applicable regulatory bodies, a proxy materials that shall constitute statement (the “Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus"”) and Parent shall prepare and file the Form S-4in preliminary form. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder.Statement shall: (bi) Each request approval of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and this Agreement from Parent’s Stockholders upon the transactions contemplated thereby.terms set forth herein; (cii) request approval from Parent’s Stockholders for an incentive stock option plan in form and substance acceptable to the Members’ Representative, Parent and Company (“Stock Option Plan”) to provide for, among other things, the Company shallreservation of a sufficient number of shares of Parent Common Stock for issuance thereunder for such number of shares which shall equal 5% of the Parent’s shares outstanding at the Effective Time; (iii) request approval from Parent’s Stockholders to elect the Members’ Representative Directors, the Parent Directors and the Independent Director; and (iv) request such other approvals as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SECparties may determine are necessary or desirable. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection the Merger. The Proxy Statement shall be filed in preliminary form in accordance with the Merger for offering Exchange Act, and each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent shall use its reasonable best efforts to (1) prepare and file with the SEC the definitive Proxy Statement, (2) cause the Proxy Statement, including any amendment or sale in supplement thereto to be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to Parent’s Members as promptly as practicable after the SEC has approved them. Parent shall notify the Company promptly of the receipt of any jurisdiction, comments from the SEC or its staff and of any request by the SEC or its staff for amendment amendments or supplements to the Proxy Statement or for additional information and each of Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. (b) The parties hereto shall use all reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. Parent and its counsel shall obtain from the Company such information required to be included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent shall allow the Company’s full participation in the preparation of the Proxy Statement and any amendment or supplement thereto and shall consult with the Company and its advisors concerning any comments from the SEC with respect thereto. The Company’s independent accountants shall assist Parent and its counsel in preparing the Proxy Statement and acknowledge that a substantial portion of the Proxy Statement shall include disclosure regarding the Company, its management, operations and financial condition. The Company shall furnish consolidated audited financial statements for the fiscal years ended December 31, 2006 and December 31, 2005 as soon as they become available, and such unaudited financial statement as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement/Prospectus ; provided, however, to the extent an audit is required to be undertaken by an independent auditing firm registered with the Public Company Accounting Oversight Board, Parent shall pay the expenses of such audit (the “Audit Costs”). The Members’ Representative shall make himself available to Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. All information regarding the Company, its management, operations and financial condition, including any material Contracts required to be filed as part of the Proxy Statement (for purposes hereof referred to collectively as “Company Information”) shall be true and correct in all material respects and shall not contain any misstatements of any material information or omit any material information regarding the Form S-4Company. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, the Members’ Representative shall confirm in writing to Parent and its counsel that it has reviewed the Proxy Statement (and each amendment thereto) and approved the Company Information contained therein. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s Stockholders. (d) If, prior to the Effective Time, any event occurs with respect to Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s Stockholders. (e) If at Parent shall, promptly after the date hereof, take all action necessary to duly call, give notice of, convene and hold a meeting of its Stockholders (the “Parent Stockholder Meeting”) as soon as practicable after the Proxy Statement is approved by the SEC. Parent shall consult with the Company on the date for Parent Stockholder Meeting. Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s Stockholders as soon as practicable after the Proxy Statement is approved. Parent shall, through Parent’s board of directors, recommend to its Stockholders that they give the Parent Stockholder Approval, except to the extent that Parent’s board of directors shall have withdrawn its approval or recommendation of this Agreement and the Merger, which withdrawal may be made only if deemed by Parent’s board of directors to be necessary in order to comply with its fiduciary duties. Notwithstanding any time other provision thereof, Parent shall not be restricted from complying with any of its obligations under the Exchange Act. (f) During the term of this Agreement, the Company shall not take any actions to exempt any Person other than Parent and Merger Subsidiary from the threshold restrictions on Company Membership Interest ownership or any other anti-takeover provision in the Company’s articles of formation, or make any state takeover statute (including any Delaware state takeover statute) or similar statute inapplicable to any Alternative Transaction. (g) Parent shall comply with all applicable federal and state securities laws in all material respects. (h) The Company and Parent mutually agree that prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement filing of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed definitive Proxy Statement with the SEC under this Article VIII, Parent shall obtain new financial statements of the Company for the fiscal years ended December 31, 2006 and disseminated 2005 prepared in accordance with SEC Regulations S-K and S-X (“New Financial Statements”) by an independent auditing firm which is registered with the PCAOB (“New Auditors”). The fees incurred with respect to the stockholders New Financial Statements (the “Audit Costs”) shall be paid by Parent. The Company and its executive officers and agents shall cooperate in good faith with the New Auditors and Parent to enable Parent and the New Auditors to complete the New Financial Statements. The parties agree to use their best efforts to complete the New Financials as soon as reasonably possible. Parent shall be responsible for the costs and expenses of the Companysuch New Financial Statements.

Preparation of Proxy Statement. Parent shall prepare (awith the Company’s reasonable cooperation) As and, as promptly as reasonably practicable following (but in no event later than sixty (60) Business Days) after the date hereof, Parent and the Company shall prepare and file with the SEC mutually acceptable a proxy materials statement to be sent to the stockholders of Parent relating to the Stockholders Meeting (the “Proxy Statement”); provided, that Parent shall constitute not be in breach of its obligations under this Section 8.08 if its failure to timely file the Proxy Statement/Prospectus Statement with the SEC is due to the Company’s failure to timely deliver any required information for inclusion in the Proxy Statement (such proxy statement/prospectusincluding the delivery of the Required Financial Statements). Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company, Seller and their counsel with a reasonable opportunity to review such document or response, and Parent shall consider in good faith any comments proposed by the Company and Seller thereto. Parent shall use commercially reasonable efforts (with the reasonable assistance of the Company) to respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company and Seller promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall supply the Company and Seller with copies of all correspondence between the Parent and any of its representatives, on the "one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus") and Parent shall prepare and file Statement or the Form S-4transactions contemplated by this Agreement. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus Statement shall comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or any of the Companyparties hereto, or any of their respective Affiliates, officers or directors, should be is discovered by Parent or Parent, the Company which or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus Statement so that any of such documents the Proxy Statement would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information shall promptly notify the other party parties hereto and, to the extent required by law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders of Parent. Parent shall cause the Companydefinitive Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after Parent is made aware of the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”).

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereofthe date of this Agreement, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business but in any jurisdiction in which it is not now so qualified or event by no later than May 19, 2006, prepare and distribute to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such actiona proxy statement/offering memorandum relating to the Stockholders' Meeting (the "Proxy Statement"). Each party will advise The Proxy Statement shall (i) include copies of Parent's Annual Report on Form 10-K for the other partyyear ended December 31, promptly after it receives notice thereof2005, of Parent's Quarterly Report on Form 10-Q for the time when the Form S-4 has become effectivequarter ended March 31, the issuance of any stop order2006, the suspension of the qualification of the Parent Common Stock issuable in connection and Parent's Proxy Statement on Schedule 14A filed with the Merger for offering or sale in any jurisdictionSEC on April 19, 2006, or any request by the SEC for amendment (ii) refer recipients of the Proxy Statement to such documents and incorporate such documents by reference into the Proxy Statement/Prospectus or . The Proxy Statement shall also include pro forma financial information for Parent and the Form S-4Company as of and for the year ended December 31, 2005. (eb) If The information supplied by each of Parent and the Company in the Proxy Statement shall not, at the date such materials (or any supplement thereto) are first mailed to such stockholders, at the time prior to of the Stockholders' Meeting or at the Effective Time Time, contain any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or the Company or any of their respective Subsidiaries or affiliates is discovered by Parent or the Company that should be set forth in a supplement to the Proxy Statement, Parent and the Company, as the case may be shall supplement such material. (c) The materials to be included in the Proxy Statement in the mailing to holders of Company Common Stock shall include (i) with respect to Eligible Holders, the party Eligible Holder Election Materials and (ii) with respect to holders of Company Common Stock that discovers such are not Eligible Holders, the Non-Eligible Holder Election Materials. In the event Parent determines any supplemental information shall promptly notify or materials are appropriate to be provided to the other party hereto andholders of Company Common Stock (x) prior to the receipt of the Stockholder Approval or (y) after receipt of the Stockholder Approval if there is a Stock Consideration Shortfall, to determine whether such holder qualifies as an accredited investor and otherwise satisfies the extent investor suitability standards required as set forth in the Investor Questionnaire and Election Form, then the Company shall cooperate with Parent in providing such materials to or communicating with such holders and obtaining appropriate representations and certifications or any clarification or further communication with such holders as appropriate in accordance with applicable securities laws, as reasonably determined by law, rules or regulations, Parent as necessary to enable the Parent to effect an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated issuance of Parent Common Stock pursuant to the stockholders of the Companythis Agreement (including pursuant to Section 2.1(b)(y)).

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following The Company, the date hereofShareholders, Merger Sub, Parent and Saw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company shall shall, as soon as practicable, prepare and file (after providing Merger Sub with a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the meeting of the holders of shares of Company Common Stock to be held in connection with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus Merger (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus") with the SEC and Parent shall prepare use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in no event shall the Company file the Form S-4Proxy Statement with the SEC any later than the date forty-five (45) days after the date hereof. The Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as Parent's prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect thereunder applicable to the Proxy Statement/Prospectus received from Statement and the SEC. Parent shall provide solicitation of proxies for the Company with a reasonable opportunity Shareholders' Meeting (including any requirement to review and comment on any amendment amend or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed ) and each party shall furnish to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying such information relating to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and its affiliates and the Company shall furnish all Transactions and such further and supplemental information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise by the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) . If at any time prior to the Effective Time Shareholders Meeting there shall occur any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information Company shall promptly notify the other party hereto andprepare and mail to its shareholders such an amendment or supplement; provided, to the extent required by law, rules or regulations, an appropriate that no such amendment or supplement describing such information to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of Merger Sub, which approval shall not be promptly filed unreasonably withheld. To the extent practicable, the Special Committee and its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in all communications with the SEC and disseminated its staff, including all meetings and telephone conferences, relating to the stockholders Proxy Statement, this Agreement or the Transactions; provided that in the event that such participation by Merger Sub or the Company is not practicable, the Special Committee shall promptly inform Merger Sub and the Company of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 7.05 and Section 9.01, the Company agrees to include in the Proxy Statement the recommendation of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of the Lehm▇▇ ▇▇▇nion.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following Each of the date hereof, Company and Parent and shall cooperate with each other in the preparation of the Proxy Statement. The Company shall prepare and file with the SEC mutually acceptable proxy materials the preliminary Proxy Statement as promptly as reasonably practicable (and in any event no later than forty five (45) days following the date of this Agreement, subject to the receipt from Parent of any information required to complete the Proxy Statement that is reasonably requested by the Company). Subject to Section 6.10, the Company Board shall constitute make the Board Recommendation to the holders of Shares and shall include such recommendation in the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part Company shall promptly notify Parent of the Form S-4 as Parent's prospectus. The Form S-4 and receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions Statement and of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as practicable after reasonably practicable, copies of all written correspondence between the date hereof and to keep Company or any Representative of the Form S-4 effective as long as is necessary to consummate the Merger Company and the transactions contemplated thereby. SEC with respect to the preliminary or definitive Proxy Statement. The Company shall (cin consultation with Parent) respond as promptly as reasonably practicable to comments received from the SEC with respect to the Proxy Statement to resolve such comments with the SEC. Parent and the Company shall, as promptly as practicable after receipt thereofreasonably practicable, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to information as may be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws included in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock Proxy Statement or as may be reasonably requested in connection with required to respond to any such action. Each party will advise the other party, promptly after it receives notice thereof, comment of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale SEC. As promptly as reasonably practicable (and in any jurisdictionevent within five (5) Business Days) after receiving confirmation from the SEC that it will not be reviewing the Proxy Statement, which confirmation will be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth (10th) day after filing the preliminary Proxy Statement that the SEC will not be reviewing the Proxy Statement, or any request by if the SEC for amendment has notified the Company that the SEC will be reviewing the Proxy Statement, that it has completed its review of the Proxy Statement/Prospectus or Statement (such date, the Form S-4“Proxy Statement Clearance Date”), the Company shall file the definitive Proxy Statement with the SEC and cause such definitive Proxy Statement to be mailed (including by electronic delivery if permitted) to its stockholders of record, as of a record date reasonably established by the Company Board in accordance with applicable Law. (eb) If at any time prior to to, but not after, the Effective Time receipt of the Company Stockholder Approval, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, Party and an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, the Company and Parent, as the case may be, shall (i) provide the other Party with a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably and promptly proposed by such other Party and (iii) not file or mail such document or respond to the SEC without such other Party’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after the date hereofof this Agreement, Parent and the Company shall will prepare and file with the SEC mutually acceptable proxy materials that shall constitute the preliminary Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall will furnish such information as may reasonably be requested by the other in connection with the preparation, filing and distribution of the Proxy Statement. The Company will use all commercially reasonable efforts to have the Form S-4 declared effective by promptly respond to any comments of the SEC with respect to the Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the date hereof of this Agreement. The Company will promptly (i) notify Parent of the receipt of any comments from the SEC or the SEC staff and of any request by the SEC or the SEC staff for amendments or supplements to keep the Form S-4 effective as long as is necessary to consummate Proxy Statement or for additional information, and (ii) supply Parent with copies of all correspondence between the Merger Company (or any of its Representatives) and the transactions contemplated thereby. (c) Parent and SEC or the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, SEC staff with respect to the Proxy Statement/Prospectus received from . (b) Notwithstanding Section 5.3(a), prior to filing or mailing the SEC. Parent shall provide Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff, the Company (i) will provide Parent with a reasonable an opportunity to review and comment on any amendment such document or supplement response, (ii) will include in such document or response all comments reasonably proposed by Parent to the Form S-4 extent reasonably acceptable to the Company, and any communications (iii) will not file or mail such document or respond to such comments prior to filing such with the SECreceiving Parent’s approval (which approval may not be unreasonably withheld, and will promptly provide the Company with a copy of all such filings and communications made with the SECconditioned or delayed). (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (ec) If at any time prior to the Effective Time any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers or directors, should be is discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus , so that any of either such documents document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that which discovers such information shall will promptly notify the other party parties hereto and, to the extent required by lawapplicable Law, rules or regulations, the Company will promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated disseminate such amendment or supplement to the stockholders of the Company’s shareholders.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare and file with cooperate in preparing a proxy statement relating to the SEC mutually acceptable proxy materials that shall constitute Company Stockholders Meeting (as amended or supplemented from time to time, the “Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4”). The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially its reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable best efforts to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to the Company's ’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action sufficiently in advance of (other and in no event less than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process20 days prior to) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning Stockholders Meeting. No amendment or supplement to the Proxy Statement will be made by the Company and or Parent without the holders prior approval of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of except as required by applicable laws and then only to the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionextent necessary, or any request by without providing the SEC for amendment of other party the Proxy Statement/Prospectus or the Form S-4. (e) If opportunity to review and comment thereon. If, at any time prior to the Effective Time Time, any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliatesaffiliates, officers or directors, directors should be discovered by Parent or the Company or Parent which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or an event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the party that discovers such information shall promptly notify the other party hereto andand an amendment or supplement describing such information shall be, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders Company’s stockholders. Except under the circumstances described in Section 5.5(b), the Proxy Statement shall include the Company Recommendation; provided that the Board of Directors of the CompanyCompany will not recommend approval and adoption of this Agreement and the Transactions without the approval of the Special Committee.

Preparation of Proxy Statement. (a) Parent, Merger Sub and the Company shall promptly prepare and the Company shall file with the SEC the preliminary Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Stockholders’ Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC and that such filing shall be subject to Parent’s prior approval of the preliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. Subject to Section 4.2(d), the Proxy Statement shall include a description of the determinations and approvals, and shall include the Recommendations, of the Company’s Board of Directors. The Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify 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 provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as reasonably practicable following after comments are received from the date hereofSEC with respect to the preliminary Proxy Statement, the Company, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company Merger Sub shall use commercially reasonable efforts to respond to the comments of the SEC. The Company shall give Parent and its 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 of the SEC prior to their being filed with or sent to the SEC, and the filing of such shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC have the Form S-4 declared effective been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company (or, in the event the SEC has informed the Company that it will not review the preliminary Proxy Statement, then as promptly as practicable after following the date hereof and to keep tenth (10th) day following the Form S-4 effective as long as is necessary to consummate filing of the Merger and the transactions contemplated thereby. (c) Parent and preliminary Proxy Statement), the Company shallshall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date established by the Board of Directors of the Company, as promptly as practicable after receipt thereofthereafter. Notwithstanding the foregoing, provide if the other party copies Board of any written comments and advise the other party Directors of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment withdraws, modifies or supplement to changes the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business Recommendations in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company.accordance with

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following Each of the date hereof, Company and Parent shall cooperate with each other in the preparation of the preliminary and the definitive Proxy Statement, including all amendments or supplements to the preliminary Proxy Statement. The Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the preliminary Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC Statement as promptly as reasonably practicable after (and in any event no later than 30 days following the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shallof this Agreement). No filing of, as promptly as practicable after receipt thereofor supplement to, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from Statement will be made by the SEC. Company, without Parent’s prior written consent (which shall not be reasonably withheld, conditioned or delayed) and without providing Parent shall provide the Company with a reasonable opportunity to review and comment on thereon. The Company shall notify Parent of the receipt of any comments of the SEC with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, as promptly as reasonably practicable, copies of all written correspondence between the Company or any Representative of the Company and the SEC with respect to the Form S-4 and preliminary or definitive Proxy Statement. If any communications prior comments are received from the SEC with respect to filing the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to such with the SECcomments. Parent shall, and will as promptly as reasonably practicable, provide the Company with a copy such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon . As promptly as reasonably practicable after all comments received from the Form S-4 is declared effective under SEC have been cleared by the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) SEC and all information required to be taken under any applicable state securities laws contained in connection with the Share Issuance and Proxy Statement has been included therein, the Company shall furnish all information concerning file the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the definitive Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed Statement with the SEC and disseminated cause such definitive Proxy Statement to the be mailed (including by electronic delivery if permitted) to its stockholders of record, as of a record date reasonably established by the CompanyCompany Board in accordance with applicable Law.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, Parent and the Company shall prepare (with the Company’s cooperation) and file with the SEC mutually acceptable a preliminary proxy materials that shall constitute statement relating to the Stockholders Meeting (the “Proxy Statement”), as promptly as reasonably practicable (but in no event later than five (5) Business Days after Seller and the Company have provided all information reasonably requested by Parent for inclusion in the Proxy Statement/Prospectus , including the Required Financial Statements). Prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of Parent, or responding to any comments from the SEC with respect thereto, Parent shall provide the Company, Seller and their counsel with a reasonable opportunity to review such proxy statement/prospectusdocument or response (except made pursuant to any telephone call initiated by the SEC, in which case Parent shall promptly provide the Company and Seller with a summary of any such communication), and Parent shall consider in good faith any comments proposed by the Company and Seller thereto (which comments shall be provided to Parent as promptly as reasonably practicable). Parent shall (with the Company’s cooperation) respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). Parent shall notify the Company and Seller promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements theretoto the Proxy Statement or for additional information and shall supply the Company and Seller with copies of all correspondence between the Parent and any of its representatives, on the "one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus") and Parent shall prepare and file Statement or the Form S-4transactions contemplated by this Agreement. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus Statement shall comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement/Prospectus received from the SEC. Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time Stockholders Meeting (or any adjournment or postponement thereof) any information relating to Parent or any of the Companyparties hereto, or any of their respective Affiliates, officers or directors, should be is discovered by Parent or Parent, the Company which or Seller (in the case of the Company and Seller, solely with respect to the information supplied by the Company or Seller, as applicable) that should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus Statement so that any of such documents the Proxy Statement would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information shall promptly notify the other party parties hereto and, to the extent required by law, rules or regulations, and an appropriate amendment or supplement describing such information shall be promptly filed by Parent with the SEC and and, to the extent required by applicable Law, disseminated to the stockholders of Parent. Parent shall cause the Company.definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the date the SEC advises that it has no further comments thereon or that Parent may commence mailing the Proxy Statement (which advice will be deemed to have been received if the SEC has not affirmatively notified Parent prior to the eleventh (11th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”). - 86 - 8.12

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this Agreement (and in any event, within twenty (20) Business Days hereof, Parent and assuming the Company has received all required information from Parent), the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute statement relating to the Proxy Statement/Prospectus Stockholders’ Meeting (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the "“Proxy Statement/Prospectus") ”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger. Each of Parent, Silk USA and Parent shall prepare and file Merger Sub will cooperate with the Form S-4. The Proxy Statement/Prospectus will be included Company in and will constitute a part connection with the preparation of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall , including by furnishing to the Company the information relating to it and/or its Affiliates or Representatives required by the Exchange Act to be set forth in the Proxy Statement promptly following any request therefor from the Company. The Company shall, assuming Parent’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement, at the date of mailing to the Company’s stockholders, to comply as to form in all material respects with the applicable provisions of the Securities Act and Exchange Act. Notwithstanding the Exchange Act and the rules and regulations thereunder. (b) Each of Parent and foregoing, the Company shall use commercially not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Silk USA, Merger Sub or their counsel a reasonable efforts opportunity to have the Form S-4 declared effective review and comment thereon (and such comments shall be reasonably considered by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as is necessary the only information contained therein with respect to consummate the Parent, Silk USA or Merger and Sub relates to this Agreement or the transactions contemplated thereby. (c) hereby or any other Acquisition Proposal made by Parent, Silk USA or Merger Sub, the Company’s only obligation shall be to provide to Parent and a copy of such filing, or amendment or supplement thereto, in advance of filing. The Company shall promptly notify Parent of the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written or oral comments or substantive inquires received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information. The Company shall promptly provide Parent with copies of all written correspondence between the Company and advise its Representatives, on the one hand, and the SEC or the staff thereof, on the other party of any oral commentshand, with respect to the Proxy Statement/Prospectus received , shall provide Parent, Silk USA, Merger Sub and their counsel with copies of any written responses to be submitted by the Company in response to any comments or substantive inquiries from the SEC. Parent SEC or the staff thereof and shall provide the Company with Parent, Silk USA and Merger Sub and their counsel a reasonable opportunity to review and comment on thereon (and such comments shall be reasonably considered by the Company); provided, that in connection with an Acquisition Proposal, a Superior Proposal, a Change in Company Board Recommendation, or an Intervening Event, so long as the only information contained therein with respect to Parent, Silk USA or Merger Sub relates to this Agreement or the transactions contemplated hereby or any amendment other Acquisition Proposal made by Parent, Silk USA or supplement Merger Sub, the Company’s only obligation shall be to the Form S-4 and any communications prior provide to filing such with the SEC, and will promptly provide the Company with Parent a copy of all such filings written response in advance of submission to the SEC or the staff thereof. The Company shall use its reasonable best efforts to resolve, and communications made each Party agrees to consult and cooperate with the SEC. (d) The Company will other Parties and use commercially reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to cleared by the Company's stockholders SEC as soon promptly as reasonably practicable after following the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice filing thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, Parent and the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the Proxy Statement/Prospectus (such proxy statement/prospectusStatement and cause the Proxy Statement to be disseminated to the holders of the Company Common Stock, as and any amendments or supplements theretoto the extent required by applicable federal securities Laws. Subject to Section 5.02(b), the "Proxy Statement/Prospectus"Statement will contain the Company Recommendation. (b) Parent and Parent shall prepare and file the Form S-4. The Proxy Statement/Prospectus Sub will be included provide for inclusion or incorporation by reference in and will constitute a part of the Form S-4 as Parent's prospectus. The Form S-4 and the Proxy Statement/Prospectus shall comply as Statement all information relating to form in all material respects with the applicable provisions of the Securities Act and Parent or its Affiliates required by the Exchange Act and the rules and regulations thereunder. (b) Each of promulgated thereunder to be set forth in the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, and the Company shall use commercially reasonable efforts consult with Parent and reasonably consider any such comments, before it is filed with the SEC. In addition, the Company will provide Parent and its counsel any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to have the Form S-4 declared effective by time from the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, or its staff with respect to the Proxy Statement/Prospectus received from Statement promptly after the SEC. receipt of such comments or other communications, and Parent and its counsel shall provide the Company with a be given reasonable opportunity to review and comment on any amendment or supplement proposed response to the Form S-4 and any communications prior to filing such with the SEC, and will promptly provide SEC comments by the Company with a copy (either by way of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts modification to cause the Proxy Statement/Prospectus to be mailed to the Company's stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified Statement or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance otherwise), and the Company shall furnish all information concerning the Company consult with Parent and the holders of Company Common Stock as may be reasonably requested in connection with consider any such action. Each party will advise the other party, promptly after it receives notice thereof, comments of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4Parent. (ec) If at any time prior to the Effective Time any information relating to Parent or Each of the Company, or Parent and Sub agrees to promptly (i) correct any of their respective Affiliates, officers or directors, should be discovered information provided by Parent or the Company which should be set forth it specifically for use in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so Statement if and to the extent that such information shall have become false or misleading in any of such documents would not material respect (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any misstatement of a material fact or omit to state any material fact information that shall become necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading, and (iii) use its reasonable best efforts to resolve all comments from the party that discovers such information shall SEC with respect to the Proxy Statement as promptly notify as practicable. The Company further agrees to cause the other party hereto andProxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Companyapplicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, within fifteen (15) Business Days hereof, assuming the Company has received all required information from Parent), the Company shall, with the assistance of Parent, prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Merger and the Fairness Opinion. Parent and the Company shall prepare and file cooperate with each other in the SEC mutually acceptable proxy materials that shall constitute preparation of the Proxy Statement/Prospectus (such proxy statement/prospectus. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement promptly following any amendments or supplements thereto, request therefor from the "Proxy Statement/Prospectus") and Parent shall prepare and file the Form S-4Company. The Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as Company shall, assuming Parent's prospectus. The Form S-4 and ’s compliance with its obligations under Section 6.01(b), cause the Proxy Statement/Prospectus shall , at the date of mailing to the Company’s shareholders, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each promulgated thereunder and to satisfy all rules of Parent and the NYSE. Notwithstanding the foregoing, the Company shall use commercially not file the Proxy Statement, or any amendment or supplement thereto, without providing Parent, Merger Sub or their counsel a reasonable efforts opportunity to have the Form S-4 declared effective review and comment thereon (and such comments shall be reasonably considered by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Parent and the Company). The Company shall, as promptly as practicable after (i) notify Parent of the receipt of any comments or inquiries received by the Company from the SEC or the staff thereof related to the Proxy Statement or any request for additional information, and (ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, provide on the other party copies of any written comments and advise the other party of any oral commentshand, with respect to the Proxy Statement/Prospectus received . The Company shall provide Parent, Merger Sub and their counsel with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC. Parent SEC or the staff thereof and shall provide the Company with Parent and Merger Sub and their counsel a reasonable opportunity to review and comment on participate in the formulation of any amendment written responses to any such written comments of the SEC or supplement its staff relating to the Form S-4 Proxy Statement. The Company shall use its reasonable best efforts to resolve, and any communications prior each Party agrees to filing such consult and cooperate with the SECother Parties and use reasonable best efforts in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and will promptly provide the Company with a copy of all such filings and communications made with the SEC. (d) The Company will use commercially reasonable efforts to cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to cleared by the Company's stockholders SEC as soon promptly as reasonably practicable after following the Form S-4 is declared effective under the Securities Act. Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Share Issuance and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice filing thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or 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 that discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company.