Common use of Preparation of the Proxy Statement Clause in Contracts

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with Following the execution consummation of this Agreementthe Offer and if required by applicable law in order to consummate the Merger, the Voting Stockholders Company shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, promptly (i) prepare a preliminary version of a proxy statement pursuant to Regulation 14A under the Company Exchange Act or, if applicable law and Parent shall jointly prepare and regulations do not so require, an information statement pursuant to Regulation 14C under the Exchange Act (the "PROXY STATEMENT"), (ii) file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as and use all reasonable efforts to form, in all material respects, with respond to the applicable provisions comments of the Securities Act, SEC in connection therewith and to furnish all information required to prepare the Exchange Actdefinitive Proxy Statement, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act (iii) as promptly as practicable after responding to all such filingcomments to the satisfaction of the SEC, keep cause the Form S−4 effective for so long as necessary definitive Proxy Statement to complete be mailed to its respective stockholders, and if necessary, after the Merger ordefinitive Proxy Statement shall have been mailed, promptly circulate amended, supplemented or supplemental proxy materials and, if earlierrequired in connection therewith, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Actresolicit proxies. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. advise Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information and shall will supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staffSEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Company Stockholders' Meeting there shall occur any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which event that should be set forth in an amendment or supplement to 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 which discovers such information Company shall promptly notify the other parties hereto prepare and the parties mail to its stockholders such an amendment or supplement. The Company shall cooperate in the prompt filing with the SEC of an appropriate not mail any Proxy Statement, or any amendment or supplement describing such information andthereto, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholderswhich Parent reasonably objects. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon promptly as is practicable following the date of this Agreement, (i) the Company and Parent Target shall jointly prepare and file with the SEC a proxy statement/prospectus statement (as amended together with any amendments thereof or supplemented from time to timesupplements thereto, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) in order to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with seek the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the MergerTarget Shareholders’ Approval. Each of the Form S−4 and the The Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Actother applicable law. The Company shall Each of Parent and Target also agrees to use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable best efforts to obtain all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions. Target shall respond to any comments from the SEC as promptly as practicable following the receipt of such comments. Target will use its reasonable best efforts to cause the SEC to complete its review of the Proxy Statement as promptly as is practicable after such filing, and Target shall use its reasonable best efforts to cause the Company shall furnish all information concerning the Company and Proxy Statement to be mailed to the holders of Company Stock Target Common Shares as may be reasonably requested in connection with promptly as is practicable after the foregoing actions. SEC shall have notified Target that it has no further comments regarding the Proxy Statement. (b) No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, of or amendment or supplement to the Joint Proxy Statement/Prospectus Statement and all responses to requests for additional information and replies to comments prior to these being filed with or sent to the SEC will be made by the Company or Parent, in each caseTarget, without providing the other party Parent and its respective counsel the a reasonable opportunity to review and comment thereonthereon prior to its being filed with the SEC. The parties shall notify each other promptly Target agrees, as to itself and its Subsidiaries, that none of the receipt information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of any comments from mailing to shareholders and at the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, time of the time when Target Shareholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Form S−4 has become effectivestatements therein, in the issuance of any stop order or the suspension light of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictioncircumstances under which such statement was made, not misleading. If at any time prior to the Effective Time Time, any information relating to the Company or ParentTarget, or any of their respective its Affiliates, officers directors or directorsofficers, should be discovered determined by Target to have rendered the Company Proxy Statement misleading in any material way (whether as a result of the misstatement of a material fact or Parent which should be set forth in the omission of a material fact), Target shall promptly prepare and file with the SEC an amendment or supplement to the Form S−4 or the Joint 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 which discovers such information . Target shall promptly notify the other parties hereto Parent of such material misstatement or omission and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each shareholders of the Company and Target. Target shall notify Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing promptly of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, comments from the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the extent permitted by applicable LawProxy Statement or for additional information and shall supply Parent with (i) copies of all correspondence and a description of all material oral discussions between it or any of its respective Representatives, shall promptly provide on the one hand, and the SEC or the staff of the SEC, on the other party hand, with a copy respect to the Proxy Statement or the Merger and (ii) copies of such communicationall orders of the SEC relating to the Proxy Statement.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement (but in no event later than fifteen (15) Business Days after the date of this Agreement), (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Subject to Section 6.3, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Board of Directors of the Company Board that Company Stockholders approve in favor of approval and adoption of this Agreement and the Merger. Each The Company shall respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement. The Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders stockholders of the Company as promptly as practicable after the Form S−4 is declared effective under SEC or its staff advises that it has no further comments on the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law Proxy Statement or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and that the Company shall furnish all information concerning may commence mailing of the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsProxy Statement. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will Statement shall be made by the Company or Parent, in each caseCompany, without providing the other party Parent and its respective counsel the a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff thereon and of any request by the SEC or its staff for amendments or supplements giving due consideration to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. comments. (b) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any . The parties shall notify each other promptly of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the extent permitted by applicable LawProxy Statement for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, shall promptly provide on the one hand, and the SEC or the staff of the SEC, on the other party hand, with a copy of such communicationrespect to the Proxy Statement or the Merger.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a preliminary proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock statement relating to the meeting of such holders (the “Company Shareholder Meeting”) Company's stockholders to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued Merger (together with any amendments thereof or supplements thereto, in each case in the Merger. Each of form or forms mailed to the Form S−4 Company's stockholders, the "Proxy Statement") and file the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filingSEC. The Joint Proxy Statement/Prospectus Statement shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the a recommendation of the Board (the "Company Board Recommendation") that Company Stockholders approve the Merger. Each its stockholders vote in favor of the Merger and this Agreement (subject to Section 5.07 hereof). The Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders 's stockholders as promptly as practicable and, in any event, within five (5) business days after the Form S−4 Proxy Statement is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made cleared by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. SEC. (b) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which event shall occur that should be set forth in an amendment of or a supplement to 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 which discovers such information Company shall promptly notify the other parties hereto prepare and the parties shall cooperate in the prompt filing file with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Merger Sub and the Company 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 of additional 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 Stockholders. (c) Each or any representative of the Company and Parent shall, upon request, furnish the SEC with respect to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus . The Company shall give Parent and Form S-4 its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC before their being filed with, or any other statementsent to, filing, notice or applicable made by or on behalf the SEC. Each of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection and Merger Sub shall use its reasonable best efforts after consultation with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, andparties hereto, to respond promptly to all such comments of and requests by the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationSEC.

Preparation of the Proxy Statement. (a) Concurrently As promptly as practicable (and in any event within three weeks from the Closing Date), Parent shall prepare, and shall cause to be filed with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectusSEC, in connection with the registration under Exchange and the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and Investments, the Proxy Statement shall comply as to in preliminary form, in all material respectsand if necessary, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory any other statement or schedule relating to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Acttransactions contemplated hereby. The Company shall use its commercially reasonable best efforts to cause furnish the Joint information required to be included by the SEC in the Proxy Statement/Prospectus , and any such statement or schedule. Parent shall provide the Sellers with drafts of the Proxy Statement and give the Sellers the opportunity to be mailed review and comment upon the Proxy Statement a reasonable period of time prior to the Company’s shareholders filing thereof with the SEC. Parent shall as promptly as practicable after mail the Form S−4 is declared effective under the Securities ActProxy Statement to its stockholders. Parent shall use its commercially reasonable efforts also take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities law or “blue sky” permits Laws in connection with the issuance of Parent Common Stock and approvals required to carry out Virgin Opco Partnership Units in the transactions contemplated by this AgreementExchange and the issuance of the Convertible Preferred Stock in connection with the Investments, and the Company shall furnish all information concerning the Company and the holders of Company Stock its stockholders as may be reasonably requested in connection with any such action. Parent shall cause the foregoing actions. No filing ofProxy Statement to be mailed to its stockholders, and, if necessary, after the definitive Proxy Statement has been mailed, promptly circulate amended, supplemented or amendment or supplement tosupplemental proxy materials and, the Form S−4 will be made by Parentif required in connection therewith, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereonre-solicit proxies. The parties shall notify each other promptly of Proxy Statement at the receipt of any comments from date it is first mailed to Parent stockholders at the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any date of its representativeseffectiveness, on including the one handfinancial statements and schedules provided therein or incorporated by reference therein, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent (A) will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of not contain any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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 a 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 misleadingmisleading and (B) comply in all material respects with the applicable requirements of the Exchange Act, the party which discovers such information Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) If at any time prior to the date of the Parent Stockholder Meeting, any event or circumstance relating to the Company, Helio, Parent or Virgin Opco or any of their respective Affiliates, or its or their respective officers or directors, should be discovered by the Company, Parent or Virgin Opco that should be set forth in a supplement or amendment to the Proxy Statement, the Company, Parent or Virgin Opco shall promptly notify inform the other parties hereto to this Agreement in writing, and the all such parties shall cooperate in the prompt preparation of a supplement or amendment to the Proxy Statement. All documents that Parent is responsible for filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing transactions contemplated herein will comply as to form in all material respects with applicable requirements of the Joint Proxy Statement/Prospectus Securities Act and Form S-4 or any other statement, filing, notice or applicable made by or on behalf the Exchange Act. Parent will notify the Company and the Sellers promptly of the Company, issuance of any stop order or suspension of the qualification of the Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, Common Stock and Virgin Opco Partnership Units issuable in connection with the Merger Exchange and the other transactions contemplated by this Agreement. (d) Each issuance of the Company and Parent shall promptly advise the other upon receiving Investment Shares for offering or sale in any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreementjurisdiction, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that of the receipt of any such approval may be materially delayed, and, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the extent permitted by applicable LawProxy Statement or for additional information and shall supply the Company and the Sellers with copies of all correspondence between it or any of its Representatives, shall promptly provide on the one hand, and the SEC or the staff of the SEC, on the other party hand, with a copy of such communicationrespect to the Proxy Statement, the Exchange or the Investments.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this AgreementThe Company shall use reasonable best efforts to prepare, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following within 16 Business Days after the date of this Agreement, (i) the Company in consultation with Parent, and Parent shall jointly prepare and file cause to be filed with the SEC the Proxy Statement in preliminary form. The Proxy Statement will include, among other items set forth in Section 5.8(a) below, a proxy statement/prospectus proposal of the approval of the Merger (as amended or supplemented from time but not the Asset Purchase). The Company shall use reasonable best efforts to timeprepare, within 20 Business Days after the date of this Agreement, in consultation with Parent, and cause to be filed with the SEC in preliminary form a Proxy Statement which will include, among other items set forth in Section 5.8(a) below, a proposal of the approval of the Asset Purchase (but not the Merger) (such preliminary Proxy Statement, the “Joint Asset Proxy Statement/Prospectus”, but also a “Proxy Statement”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company itself, its Affiliates and the holders of Company Stock its shares to the other and provide such other assistance as may be reasonably requested in connection with the foregoing actionspreparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement toNotwithstanding the foregoing, the Form S−4 will be Company shall have no responsibility with respect to information or statements made or incorporated by reference in the Proxy Statement which were based on information supplied by or on behalf of Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the . (b) The Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly of Parent upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information , and shall supply each other shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, and all written comments with respect to the Joint Proxy Statement received by the Company from the SEC and advise Parent of any material oral comments with respect to the Proxy Statement received from the SEC. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus. Parent shall and shall cause its Representatives to assist and cooperate with the Company and its Representatives in the resolution of any such comments from the SEC related thereto. Notwithstanding the foregoing, prior to filing the preliminary or definitive draft of the Proxy Statement with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, the Form S−4 Company shall provide Parent a reasonable opportunity to review and comment on such document or response in advance (including the Merger. proposed final version of such document or response), provided that such period shall not exceed five Business Days, and the Company shall consider in good faith any comments provided by Parent will advise the Companyor any of its Representatives with respect thereto. (c) If, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time receipt of the Company Shareholder Approval, any information relating to the Company or Parent, respectively, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which which, in the reasonable judgment of the Company or Parent, respectively, should be set forth in an amendment of, or a supplement to to, 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 Party which discovers such information shall promptly notify the other parties hereto Parties, and the parties Company and Parent shall cooperate in the prompt filing with the SEC of an appropriate any necessary amendment of, or supplement describing such information to, the Proxy Statement and, to the extent required by applicable LawLegal Requirement, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf shareholders of the Company, Parent or . Nothing in this Section 5.7(c) shall limit the obligations of any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this AgreementParty under Section 5.7(b). (d) Each For purposes of this Section 5.7, any information concerning or related to the Company, its Affiliates or the Company Shareholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated its Affiliates will be deemed to have been provided by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationParent.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders The Company shall execute and deliver to Parent the Voting Agreements. (b) As as soon as practicable following after the date of this Agreement, hereof (ibut in no event later than 20 days after the date hereof) the Company and Parent shall jointly prepare and file a preliminary Proxy Statement with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have respond to any comments of the Form S−4 declared effective under the Securities Act SEC or its staff as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s 's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the Form S−4 is declared effective under filing date of the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law preliminary Proxy Statement (in the event the SEC staff does not review such preliminary Proxy Statement), or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and (b) the Company shall furnish all information concerning has received notification from the Company and SEC staff that its review of the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing ofpreliminary Proxy Statement has been satisfactorily completed, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereonif applicable). The parties Company shall notify each other Parent promptly of (but in any event not later than two Business Days) after the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information and shall will supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Shareholder Meeting there shall occur any information relating to the Company event or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which circumstance that should be set forth in an amendment or supplement to the Form S−4 Proxy Statement (provided that the receipt of any comments from the SEC or its staff relating to the Joint Proxy Statement/ProspectusStatement shall not be deeded to be an "event" or "circumstance" for such purposes), so that any the Company shall as soon as practicable (but in no event later than five Business Days after the occurrence of such documents would not include any misstatement of a material fact event 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 which discovers circumstance) prepare and file such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing an amendment or supplement with the SEC of an appropriate amendment or supplement describing such information and, and shall use its reasonable best efforts to the extent required by applicable Law, in the disseminating respond to any comments of the information contained in SEC or its staff as promptly as practicable and to cause such amendment or supplement to be mailed to the Company's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the filing date of such amendment or supplement (in the event the SEC staff does not review such preliminary Proxy Statement), or (b) the Company Stockholders. (c) Each has received notification from the SEC staff that its review of such amendment or supplement has been satisfactorily completed, if applicable). The Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the company in the preparation of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 Statement or any other statement, filing, notice amendment or applicable made supplement thereto. The Proxy Statement shall (i) solicit the adoption of this Agreement and the Merger by or on behalf the shareholders of the Company, Parent or any (ii) subject to Section 5.5, include the recommendation of their respective Subsidiaries the Board of Directors of the Company to any Governmental Authority, including, without limitation, FINRA, the Company's shareholders that they vote in connection with favor of the adoption of this Agreement and the Merger and (iii) include the other transactions contemplated by this Agreementfairness opinion of HLHZ referred to in Section 2.40. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. Within ten (b10) As soon as practicable following Business Days after the date of this Agreement, (i) the Company shall prepare, in consultation with Parent, and Parent shall jointly prepare and file cause to be filed with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to in preliminary form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company itself, its Affiliates and the holders of Company Stock its shares to the other and provide such other assistance as may be reasonably requested in connection with the foregoing actionspreparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement toNotwithstanding the foregoing, the Form S−4 will be Company shall have no responsibility with respect to information or statements made or incorporated by reference in the Proxy Statement which were based on information supplied by or on behalf of Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the . (b) The Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly of Parent upon the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information , and shall supply each other shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC or its staffSEC, on the other hand, and all written comments with respect to the Joint Proxy Statement received by the Company from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement/Prospectus. Parent shall and shall cause its Representatives to assist and cooperate with the Company and its Representatives in the resolution of any such comments from the SEC related thereto. Notwithstanding the foregoing, prior to filing the preliminary or definitive draft of the Proxy Statement with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, the Form S−4 Company shall provide Parent a reasonable opportunity to review and comment on such document or response in advance (including the Merger. proposed final version of such document or response) and the Company shall consider in good faith any comments provided by Parent will advise the Companyor any of its Representatives with respect thereto. (c) If, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time receipt of the Company Shareholder Approval, any information relating to the Company or Parent, respectively, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which which, in the reasonable judgment of the Company or Parent, respectively, should be set forth in an amendment of, or a supplement to to, 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 Party which discovers such information shall promptly notify the other parties hereto Parties, and the parties Company and Parent shall cooperate in the prompt filing with the SEC of an appropriate any necessary amendment of, or supplement describing such information to, the Proxy Statement and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to shareholders of the Company StockholdersCompany. Nothing in this Section 5.8(c) shall limit the obligations of any Party under Section 5.8(b). (cd) Each For purposes of this Section 5.8, any information concerning or related to the Company, its Affiliates or the Company Shareholder Meeting will be deemed to have been provided by the Company, and Parent shall, upon request, furnish to the other all any information concerning itselfor related to Parent or its Affiliates will be deemed to have been provided by Parent. (e) The Company shall bear all of all fees and expenses, its Subsidiariesother than attorneys’ fees, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made incurred by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, Company in connection with the Merger filing, printing and the other transactions contemplated by this Agreement. (d) Each mailing of the Company Proxy Statement and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent amendments or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationsupplements thereto.

Preparation of the Proxy Statement. SHAREHOLDERS' MEETING. (a) Concurrently with As promptly as practicable following the execution date of this Agreement, the Voting Stockholders Company and Parent shall execute prepare, and deliver the Company shall file with the SEC, the Proxy Statement. Each of Parent and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the Voting Agreementsreceipt 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 or for additional information, and shall provide Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments from the SEC or the staff of the SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review and comment on such document or response and (ii) include in such document or response all comments proposed by Parent and reasonably acceptable to the Company. (b) As The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders' Meeting") solely for the purpose of obtaining the Shareholder Approval. Subject to Section 4.02(c), the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended commencement, public proposal, public disclosure or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent communication to the holders Company of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and any Takeover Proposal or (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended withdrawal or supplemented from time to time, modification by the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act Board of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation Directors of the Company or any committee thereof of such Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after Directors' or such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions committee's approval or recommendation of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon promptly as practicable following the date of this Agreement, (i) Agreement and receipt of the Company Financials Audit and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), other information to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) provided by Empagio and/or SMB hereunder, Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time the Proxy Statement. The Proxy Statement shall present proposals relating to timethe Merger, issuance of the Merger Consideration, the “Redomestication, approval of the Certificate of Incorporation of Parent following the Redomestication in the Form S−4”)of Exhibit D hereto, approval of the By-laws of Parent following the Redomestication in which the Joint Proxy Statement/Prospectus will be included as a prospectusForm of Exhibit E hereto, and any other matters that are appropriate in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until transactions contemplated by this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities ActAgreement. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits have the Proxy Statement cleared by the SEC as promptly as practicable and approvals required to carry out cause the transactions contemplated by this Agreement, and Proxy Statement to be mailed to the Company stockholders of Parent as promptly as practicable following such filing. Empagio and/or SMB shall promptly furnish all information concerning the Company and the holders of Company Stock as that may be reasonably requested by Parent in connection with the foregoing any such actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties Parent shall promptly notify each other promptly of SMB upon the receipt of any comments from the SEC or its the staff and of any request by the SEC or its any request from the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information Statement and shall supply each other provide SMB with copies of all correspondence between such party Parent and the SEC. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of its representatives, on the one hand, and the SEC or its staff, on the other hand, staff of the SEC with respect thereto, Parent shall provide SMB an opportunity to the Joint Proxy Statement/Prospectus, the Form S−4 review and comment on such document or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not response and shall 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment document or supplement to the Company Stockholdersresponse all reasonable comments proposed by SMB. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, and in any event, within 20 Business Days (isubject to Parent’s compliance in all material respects with this Section 6.1(a)) after the date of this Agreement, the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company shall use reasonable best efforts to provide to Parent a registration statement on Form S−4 (substantially complete draft of the preliminary Proxy Statement as amended or supplemented from time to time, soon as reasonably practicable but in any event within 17 Business Days after the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act date of Parent Common Stock to be issued in the Mergerthis Agreement. Each of the Form S−4 Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement shall comply as to form, or that is customarily included in all material respects, proxy statements prepared in connection with the applicable provisions transactions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to type contemplated by this Agreement. Each of the Company and Parent prior covenant that none of the information supplied or to filing. The Joint be supplied by such party for inclusion or incorporation in the Proxy Statement/Prospectus shall include notice under Statement will, at the FBCA that date it is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are entitled to assert appraisal rights under the FBCAmade, not misleading. The Joint Company shall promptly notify Parent of the receipt of all comments from the SEC or the staff of the SEC with respect to the Proxy Statement and of any request by the SEC or the staff of the SEC for any amendment or supplement thereto or for additional information and will promptly provide to Parent copies of all written correspondence between the Company and/or 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 shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have respond promptly to any comments from the Form S−4 declared effective under SEC or the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions staff of the Securities Act and SEC on the Exchange ActProxy Statement. The Company shall use its commercially reasonable efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders stockholders of the Company (i) if the SEC provides comments to the preliminary Proxy Statement, as promptly soon as reasonably practicable (and in any event within five Business Days) after the Form S−4 is declared effective under date the Securities ActSEC staff confirms that it has no further comments thereon or (ii) if, within 10 calendar days after the filing of the preliminary Proxy Statement, the SEC has not indicated that it expects to have comments to the preliminary Proxy Statement, as soon as reasonably practicable (and in any event within 10 Business Days after such 10th calendar day). Parent shall use its commercially reasonable efforts Except in the case of a filing, amendment or supplement to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested Proxy Statement in connection with the foregoing actions. No a Recommendation Withdrawal, no filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will Statement shall be made by the Company or Parent, in each caseCompany, without providing the other party Parent and its respective counsel the a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff thereon and of any request by the SEC or its staff for amendments or supplements giving due consideration to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. comments. (b) If at any time prior to the Effective Time Company Stockholders Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly Buyer will prepare and file with the SEC a proxy statement/prospectus statement (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent ) in the manner described in the Investor Rights Agreement related to the holders of Company Stock relating to the meeting of such holders proposals described therein (the “Company Shareholder MeetingPresented Matters”) to be held to consider adoption presented at the first meeting of this Agreement and the Buyer’s stockholders following the date hereof (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4Stockholder Meeting”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 Proxy Statement will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, Buyer without providing the other party and its respective counsel the Parent a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Stockholder Meeting any information relating to the Buyer, Company or Parent, or any of their respective Affiliates, officers or directors, Parent should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which discovers such information shall will promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by applicable Lawlaw, in the disseminating disseminated to Buyer’s stockholders. The parties will notify each other promptly of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the extent permitted by applicable LawProxy Statement or for additional information and will supply each other with copies of all correspondence between it or any of its employees, shall promptly provide officers, agents or advisors, on the one hand, and the SEC or the staff of the SEC, on the other party hand, with a copy of such communicationrespect to the Proxy Statement.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as reasonably practicable after the execution and delivery of this Agreement, the Voting Stockholders Company shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a the proxy statement/prospectus statement (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held mailed to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each stockholders of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory Company relating to the Company and Parent prior to filingStockholders Meeting. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Actreasonably practicable. Parent shall use its commercially reasonable efforts furnish to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock relating to Parent as may be reasonably requested by the Company in connection with the foregoing actionspreparation, filing and mailing of the Proxy Statement. Subject to applicable Law, as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, the Company shall use its reasonable best efforts to cause the Proxy Statement to be distributed to the stockholders of the Company. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will , as applicable, shall be made by the Company Company, and no response to any comments or Parent, in each caserequests of the SEC or its staff with respect thereto shall be submitted by the Company, without providing the other party and its respective counsel the Parent a reasonable opportunity to review and comment thereonthereon and giving due consideration to inclusion in the Proxy Statement, or any such response, of comments reasonably proposed by Parent. The parties Company shall notify each other Parent promptly of the receipt of any comments from the staff of the SEC or its staff with respect to the Proxy Statement and of any request by the staff of the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information information. The Company shall respond promptly to any comments or requests from the staff of the SEC and shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staffstaff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. . (b) If at any time prior to obtaining the Effective Time Requisite Stockholder Vote any information relating to the Company or Parent, or any of their respective Affiliates, officers directors, trustees or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 which that discovers such information shall promptly notify the other parties hereto party and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in distributed to the disseminating stockholders of the information contained in such amendment or supplement to the Company StockholdersCompany. (c) Each The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations of the SEC thereunder, except that the Company shall not be responsible for statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement. Parent and Parent shall, upon request, furnish the Company shall make any other necessary filings with respect to the other all information concerning itself, its Subsidiaries, directors, officers Merger under the Securities Act and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger Exchange Act and the other transactions contemplated by this Agreementrules and regulations thereunder. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon promptly as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 parties shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement shall comply as to form, or that is customarily included in all material respects, proxy statements prepared in connection with the applicable provisions transactions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until type contemplated by this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange ActAgreement. The Company shall use its commercially reasonable best efforts to respond as promptly as practical to any comments of the SEC with respect to the Proxy Statement and to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s 's shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by date of this Agreement, and the . The Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly of Parent upon the receipt of any comments from the SEC or its staff and of or any request by from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information and shall supply each other provide Parent with copies of all correspondence between such party or any of the Company and its representatives, on the one hand, and the SEC or and its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliatesdirectors, officers or directorsaffiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, in disseminated to the disseminating shareholders of the information contained in such Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent an opportunity to review, comment on and approve 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 Parent's approval, which approval shall not be unreasonably withheld or delayed. The Company Stockholders. (c) Each agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger Exchange Act and the other transactions contemplated by this Agreementrules and regulations promulgated thereunder. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. Company ------------------------------------------- Stockholders Meeting. The Company, acting through its Board of Directors, -------------------- shall, in accordance with applicable law, its Second Amended and Restated Certificate of Incorporation and its Bylaws: (a) Concurrently with As promptly as practicable following the execution date of this Agreement, the Voting Stockholders Company shall execute prepare and deliver file with the SEC the Proxy Statement, use its reasonable best efforts to Parent have the Voting AgreementsProxy Statement cleared by the SEC and thereafter mailed to the Company's stockholders at the earliest practical date. The Trust and its counsel shall be given the reasonable opportunity to review and comment upon the Proxy Statement (and any supplements thereto) prior to the time they are filed with the SEC. The Company shall provide the Trust and its counsel with a copy of any written comments or telephonic notification of any verbal comments that are received by the Company from the SEC or its staff with respect to the Proxy Statement and shall further provide the Trust and its counsel with a copy of any written response and telephonic notifications of any verbal responses by the Company. If at any time prior to the Closing Date any fact, event or development is discovered by the Company which is required under applicable law to be set forth in a supplement to the Proxy Statement, the Company shall prepare and file with the SEC any such supplement or amendment and shall disseminate the same to its stockholders in the manner required by applicable law. (b) As promptly as practicable following the date of this Agreement, subject to Section 4.2, the Company will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (ithe "Company Stockholders Meeting") for the purpose of obtaining the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time Stockholder Approval. Subject to timeSection 4.2(b), the “Joint Proxy Statement/Prospectus”)Company will, through its Board of Directors, recommend to be sent to its stockholders the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider approval and adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to timeAgreement, the “Form S−4”), in which Merger and the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each consummation of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law other transactions contemplated hereby and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after obtain such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use approval by its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholdersstockholders. (c) Each The Trust shall vote, or cause to be voted, all of the Company and Parent shallShares then owned by it, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent Acquisition Sub or any of their respective Subsidiaries to any Governmental Authorityits other subsidiaries in favor of the approval and adoption of this Agreement, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreementhereby. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute MSC and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly cooperate to prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent . Once MSC and the Company consent to the holders filing of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of Commission (which consent shall not be unreasonably withheld, conditioned or delayed), MSC shall file the Securities Act, Proxy Statement with the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filingCommission. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent MSC shall use reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act Commission as promptly as practicable after such filingthereafter. If, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Closing Date, MSC or the Company shall obtain knowledge of any information relating to contained in or omitted from the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in Proxy Statement that would require an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, the Party obtaining such knowledge will promptly so that advise the other Parties in writing and each of MSC and the Company shall promptly take such action as shall be required to amend or supplement the Proxy Statement. The Company shall promptly furnish to MSC all financial and other information concerning it as may be required for the Proxy Statement and any supplements or amendments thereto. After the Proxy Statement has been cleared by the Commission, each of such documents would not MSC and the Company shall use reasonable efforts to mail it as soon as reasonably practicable to the MSC shareholders. The Proxy Statement shall include any misstatement all information required under applicable Legal Requirements to be furnished to MSC’s shareholders in connection with the Amendments, this Agreement and the Transactions and shall include the recommendation of a material fact or omit to state any material fact necessary to make the statements therein, MSC’s board of directors in light favor of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company StockholdersAmendments. (cb) Each Notwithstanding anything contained in this Agreement to the contrary, MSC shall not be obligated to take any action under this Section 4.4 unless and until the following conditions shall have been met: (i) MSC shall have received any financial statements of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each financial information of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of inclusion in the transactions contemplated Proxy Statement as determined by this AgreementMSC in its reasonable discretion, (ii) MSC shall have received all information it needs to prepare pro forma financial statements if required to be included in the Proxy Statement under the Commission’s rules, and (iii) MSC shall have received such auditor consents from its and the Company’s auditors as it deems necessary or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationdesirable.

Preparation of the Proxy Statement. Stockholders' ------------------------------------------------- Meeting. -------- (a) Concurrently with As promptly as practicable after the execution of this Agreement, the Voting Stockholders Company shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock statement relating to the meeting of such holders (the “Company Shareholder Meeting”) Company's stockholders to be held to consider adoption of this Agreement and obtain the Stockholder Approval (ii) Parent shall prepare and file together with the SEC a registration statement on Form S−4 (as amended any amendments thereof or supplemented from time to timesupplements thereto, the “Form S−4”), in which the Joint "Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act"). The Company shall use its commercially reasonable efforts obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Joint Proxy Statement/Prospectus Statement and form of proxy to be mailed to the Company’s shareholders as promptly as 's stockholders at the earliest practicable after the Form S−4 is declared effective under the Securities Actdate. Parent shall use cooperate in the preparation of the Proxy Statement and shall as soon as practical after the date hereof furnish the Company with all information for inclusion in the Proxy Statement as the Company may reasonably request. The Company agrees, as to information with respect to the Company, its commercially reasonable efforts officers, directors, stockholders (other than ▇▇▇▇) and subsidiaries contained in the Proxy Statement or a Statement on Schedule 13E-3 to obtain all necessary be filed by Parent and the Company (the "Schedule 13E-3"), and Parent agrees, as to information with respect to Parent and its officers, directors, stockholders and subsidiaries contained in the Proxy Statement or Schedule 13E- 3, that such information, at the date the Proxy Statement is mailed and (as amended or supplemented) at the time of the Company Stockholders Meeting, will not be false or misleading with respect to any material fact, or omit to state securities law or “blue sky” permits and approvals any material fact required to carry out be stated therein or necessary to make the transactions contemplated by this Agreementstatements therein, in light of the circumstances in which they are made, not misleading. Parent and its counsel shall be given the opportunity to review the Proxy Statement and all amendments or supplements thereof, prior to their being filed with the SEC and the Company shall furnish all information concerning not make any such filing without the Company and the holders approval of Company Stock as may Parent (which shall not be reasonably requested in connection with the foregoing actions. No filing of, unreasonably withheld or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereondelayed). The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent Company will advise the CompanyParent, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, Proxy Statement and Schedule 13E-3 have been cleared by the issuance SEC or any request by the SEC for an amendment of any stop order the Proxy Statement or the suspension Schedule 13E-3 or comments from the SEC thereon and proposed responses thereto or requests by the SEC for additional information. The Company, on the one hand, and Parent, on the other hand, agree to promptly correct any information provided by either of them for use in the Proxy Statement or Schedule 13E-3, if any, if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps reasonably necessary to cause the Proxy Statement and Schedule 13E-3 as so corrected to be filed with the SEC and to use its reasonable efforts to cause the Proxy Statement to be disseminated to the Company's stockholders, in each case, as and to the extent required by applicable laws. The Company shall cooperate in the preparation, signing (to the extent required) and filing of the qualification of Schedule 13E-3. As soon as practicable after the date hereof, Parent Common Stock issuable and Sub, on the one hand, and the Company on the other, agree to furnish to each other all information for inclusion in connection with the Merger for offering or sale in any jurisdiction. If Proxy Statement and Schedule 13E-3 as shall be reasonably requested by the other party. (b) Parent agrees promptly to advise the Company if, at any time prior to the Effective Time Company Stockholders' Meeting (as defined below), any information relating provided by it for use in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 stockholders of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company StockholdersCompany. (c) Each of The Company agrees promptly to advise Parent if at any time prior to the Company Stockholders' Meeting any information provided by it in the Proxy Statement or Schedule 13E-3 is or becomes incorrect or incomplete in any material respect and to provide Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement and the Schedule 13E-3, insofar as it relates to the Company and Parent shallits subsidiaries, upon request, furnish to comply with applicable law after the other all information concerning itself, its Subsidiaries, directors, officers and mailing thereof to stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each As soon as practicable following the date of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRAthe Company shall call and hold a meeting of its stockholders in accordance with the DGCL (the "Company Stockholders' Meeting"), that causes such party for the purpose of obtaining the Stockholder Approval. Subject to believe that there is a reasonable likelihood that any requisite approval will the fiduciary duties of its Board of Directors, the Company shall use its best efforts (which shall include, but not be obtained or that limited to, the receipt engagement of any such approval may be materially delayed, and, a nationally recognized proxy solicitor) to solicit from its stockholders proxies to obtain the extent permitted by applicable LawStockholder Approval and through its Board of Directors, shall promptly provide recommend to its stockholders the other party with a copy obtaining of such communicationthe Stockholder Approval.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as practicable following the execution of this Agreement, the Voting Stockholders Company shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus statement meeting the requirements of Section 14A under the Exchange Act relating to a meeting of the holders of Company Common Stock to adopt this Agreement and to approve the Merger (such proxy statement as amended or supplemented from time to timetime being hereafter referred to as the "PROXY STATEMENT"). The Company, acting through its Board of Directors, or the “Joint Special Committee, shall include in the Proxy Statement/Prospectus”)Statement the recommendation of its Board of Directors, to be sent to or the holders Special Committee, that the stockholders of the Company Stock relating to vote in favor of the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act approval of Parent Common Stock to be issued in the Merger. Each Notwithstanding the foregoing, the obligation set forth in the foregoing sentence shall not apply (and the Board of Directors, or the Special Committee, shall be permitted to modify or withdraw any such recommendation previously made) if the Board of Directors, or the Special Committee, concludes in good faith, after consultation with its outside legal counsel, that fulfilling the obligations in the foregoing sentence would violate the fiduciary duties of the Form S−4 and Board of Directors or the Proxy Statement Special Committee, under applicable law; PROVIDED, HOWEVER, that nothing shall comply as to form, in all material respects, with limit the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation obligation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall to use its reasonable best efforts to have the Form S−4 declared effective fulfill all of its obligations under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Agreement. (b) The Company shall use its commercially reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders as promptly as 's stockholders at the earliest practicable after the Form S−4 is declared effective under the Securities Actdate. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the The Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly Parent of the receipt of any SEC comments or any request from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information Statement and shall supply each other promptly provide Parent with copies of all correspondence between such party or any of it and its representatives, on the one hand, and the SEC or and its staff, on the other hand. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent with a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent, and (iii) shall not file or mail such document or respond to the Joint SEC prior to receiving approval of Parent, which approval shall not be unreasonably withheld or delayed. (d) The Company shall ensure that the Proxy Statement/ProspectusStatement does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement made, under the Form S−4 or the Merger. Parent will advise the Companycircumstances under which it is made, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionnot misleading. If at any time prior to the Effective Time any event or information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which that should be set forth in an amendment or a supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any the Company shall promptly inform Parent of such documents would not include any misstatement of a material fact or omit discovery. (e) The Company shall use its reasonable best efforts to state any material fact necessary to make obtain the statements therein, in light requisite approval of the circumstances under stockholders of the Company, which they were made, not misleading, approval shall be in accordance with the party which discovers such information shall promptly notify applicable requirements of the other parties hereto DGCL and the parties shall cooperate Organizational Documents of the Company, to enable the Merger to be effective on the Closing Date (determined without regard to the condition to closing in the prompt filing with first sentence of Section 8.8) by holding a special meeting of stockholders as promptly as practicable, but in no event later than four (4) weeks following the final review and clearance by the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company StockholdersProxy Statement. (cf) Each Without limiting the generality of Section 12.1, the Company and Parent shall, upon request, furnish to the other agrees that it shall bear all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable expenses incurred in connection with the preparation and filing of the Joint Proxy Statement/Prospectus , including all fees and Form S-4 or any other statementexpenses of agents, filingrepresentatives, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger counsel and the other transactions contemplated by this Agreementaccountants. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as reasonably practicable after the execution of this AgreementAgreement and subject to applicable Law (and in any event within twenty (20) Business Days), the Voting Stockholders Company shall execute prepare the Proxy Statement in preliminary form and deliver file it with the SEC. Subject to Section 5.02, the Company Board shall make the Company Board Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. Parent shall provide to the Voting Agreements. (b) As soon Company all information concerning the Parent Parties and their respective Affiliates as practicable following the date of this Agreement, (i) may be reasonably requested by the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, customary in connection with the registration under Proxy Statement and shall otherwise assist and cooperate with the Securities Act of Parent Common Stock to be issued Company in the Merger. Each preparation of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with and the applicable provisions resolution of any comments thereto received from the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the MergerSEC. Each of the Company and the Parent Parties shall correct any information provided by it for use reasonable best efforts to have in the Form S−4 declared effective under the Securities Act Proxy Statement as promptly as reasonably practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies use in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing an amendment of, or amendment or a supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, Statement so that any of such documents would the Proxy Statement does 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 Company shall notify Parent promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the party which discovers such information shall promptly notify one hand, and the SEC, on the other parties hereto hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and the parties shall cooperate in the prompt filing to resolve such comments with the SEC SEC, and shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of an appropriate any such comments. Prior to the filing of the Proxy Statement (or any amendment or supplement describing such information and, thereto) or any dissemination thereof to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries responding to any Governmental Authoritycomments from the SEC with respect thereto, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and shall (a) provide Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is with a reasonable likelihood that any requisite opportunity to review and to propose comments on such document or response (including the proposed final version of such document or response), (b) consider in good faith, inclusion of reasonable comments provided by Parent with respect to such document or response, and (c) not file or mail such document or respond to the SEC prior to receiving Parent’s approval, which approval will shall not be obtained unreasonably withheld, conditioned or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. Offering Memorandum. ------------------------------------------------------ (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreementhereof, Parent and Company shall jointly prepare a combined proxy statement and offering memorandum (the "Proxy Statement/Offering Memorandum") for use in connection with (i) the Company solicitation on behalf of Company's Board of Directors of proxies from the holders of Shares for use at the Stockholders Meeting referred to in Section 6.3 and Parent shall jointly prepare and file with (ii) the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent private offering to the holders of Company Stock relating to Shares of the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act shares of Parent Common Stock to be issued in pursuant to the Merger. Each of The Proxy Statement/ Offering Memorandum shall contain information substantially comparable to that which would be required in a proxy statement/prospectus relating to the Form S−4 and the Proxy Statement shall comply as to form, transactions contemplated hereby prepared in all material respects, compliance with the applicable provisions of Form S-4 promulgated by the SEC under the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective together with any additional information contemplated by Rule 502(b) under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective provided in connection with offers and sales of securities made under Regulation D of the Securities Act. Parent shall use cause an initial draft of the Proxy Statement/ Offering Memorandum to be prepared and submitted to Company for its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreementreview, and the Company shall furnish all information concerning the Company and its directors, officers and stockholders as Parent may reasonably request in connection therewith. Each of Parent and Company shall cooperate fully with each other and use their respective reasonable best efforts (i) to cause the holders Proxy Statement/Offering Memorandum to be prepared in accordance with the foregoing provisions of this Section 6.1 and mailed to the stockholders of Company at the earliest practicable date and (ii) to cause the solicitation of proxies and the private offering of shares of Parent Common Stock as may contemplated by this Section 6.1 to be reasonably requested effected in compliance with all applicable securities laws. (b) Without limiting the generality or effect of the provisions of Section 6.1(a), Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly private offering of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification shares of Parent Common Stock issuable contemplated by this Section 6.1, and Company shall furnish all information concerning Company and its directors, officers and stockholders as Parent may reasonably request in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholdersaction. (c) Each Without limiting the generality or effect of the provisions of Section 6.1(a), Company shall use its reasonable best efforts to obtain from each holder of Shares that is an accredited investor a representation letter in the form attached as Exhibit A hereto (the "Accredited Investor Letter"), and Parent shallto obtain from each holder of Shares that is not an accredited investor a representation letter in the form attached as Exhibit B hereto (the "Investor Letter"), upon request, furnish in each case prior to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this AgreementStockholders Meeting. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders The Company shall execute and deliver to Parent the Voting Agreements. (b) As as soon as practicable following after the date of this Agreement, hereof (ibut in no event later than 20 days after the date hereof) the Company and Parent shall jointly prepare and file a preliminary Proxy Statement with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have respond to any comments of the Form S−4 declared effective under the Securities Act SEC or its staff as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s 's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the Form S−4 is declared effective under filing date of the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law preliminary Proxy Statement (in the event the SEC staff does not review such preliminary Proxy Statement), or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and (b) the Company shall furnish all information concerning has received notification from the Company and SEC staff that its review of the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing ofpreliminary Proxy Statement has been satisfactorily completed, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereonif applicable). The parties Company shall notify each other Parent promptly of (but in any event not later than two Business Days) after the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information and shall will supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Shareholder Meeting there shall occur any information relating to the Company event or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which circumstance that should be set forth in an amendment or supplement to the Form S−4 Proxy Statement (provided that the receipt of any comments from the SEC or its staff relating to the Joint Proxy Statement/ProspectusStatement shall not be deeded to be an "event" or "circumstance" for such purposes), so that any the Company shall as soon as practicable (but in no event later than five Business Days after the occurrence of such documents would not include any misstatement of a material fact event 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 which discovers circumstance) prepare and file such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing an amendment or supplement with the SEC of an appropriate amendment or supplement describing such information and, and shall use its reasonable best efforts to the extent required by applicable Law, in the disseminating respond to any comments of the information contained in SEC or its staff as promptly as practicable and to cause such amendment or supplement to be mailed to the Company's shareholders as promptly as practicable (but in no event later than five Business Days after (a) the tenth day after the filing date of such amendment or supplement (in the event the SEC staff does not review such preliminary Proxy Statement), or (b) the Company Stockholders. (c) Each has received notification from the SEC staff that its review of such amendment or supplement has been satisfactorily completed, if applicable). The Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the company in the preparation 39 of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 Statement or any other statement, filing, notice amendment or applicable made supplement thereto. The Proxy Statement shall (i) solicit the adoption of this Agreement and the Merger by or on behalf the shareholders of the Company, Parent or any (ii) subject to Section 5.5, include the recommendation of their respective Subsidiaries the Board of Directors of the Company to any Governmental Authority, including, without limitation, FINRA, the Company's shareholders that they vote in connection with favor of the adoption of this Agreement and the Merger and (iii) include the other transactions contemplated by this Agreementfairness opinion of HLHZ referred to in Section 2.40. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon promptly as practicable following the date of this Agreementhereof, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as in preliminary form pursuant to form, in all material respects, with the applicable provisions of the Securities Act, Regulation 14A promulgated under the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use commercially reasonable best efforts to have the Form S−4 declared effective under the Securities Act respond as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions any comments of the Securities Act SEC with respect to the Proxy Statement and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders 's stockholders as promptly as practicable after following the Form S−4 is declared effective under the Securities Actdate hereof. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Each of the Company and Parent shall furnish all information concerning such person to the Company and the holders of Company Stock other as may be reasonably requested in connection with the foregoing actionspreparation, filing and distribution of the Proxy Statement. No The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, agents and advisors, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing of, or mailing the Proxy Statement (or any amendment or supplement tothereto) or responding to any comments of the SEC with respect thereto, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable (i) shall provide Parent an opportunity to review and comment thereon. on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the consent of Parent. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company, or with respect to other information regarding the Company in the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Proxy Statement, such event promptly shall be so described by the Company to Parent or by Parent to the Company, as the case may be, and such amendment or supplement shall be promptly filed by the Company with the SEC and, as required by law, disseminated to the holders of Company Stock. (c) The parties Company shall promptly notify each other promptly Parent of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any request requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the Joint Proxy Statement/Prospectus or filings with the Form S−4 SEC in connection with the Merger and the other transactions contemplated hereby or for additional information information, and shall supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC or its staffstaff or any other appropriate government official, on the other hand, with respect thereto. The Company shall use its commercially reasonable efforts to respond to any comments of the SEC with respect to the Joint Proxy Statement/Prospectus, Statement as promptly as reasonably practicable after the Form S−4 or the Mergerreceipt thereof. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection shall cooperate with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating Company and provide to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by all information about Parent reasonably necessary to prepare the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (cd) Each Subject to Sections 5.02(c) and (d), the Company shall, as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL, the Company Certificate and the Company By-laws, as applicable. Subject to Sections 5.02(c) and (d), the Company shall take all other lawful action reasonably necessary and reasonably desirable to obtain the Stockholder Approval as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (e) The Proxy Statement shall include the recommendation of the Board of Directors of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf Company that they vote in favor of the CompanyMerger, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger this Agreement and the other transactions contemplated by this Agreement. hereby, subject to Sections 5.02(c) and (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication).

Preparation of the Proxy Statement. (a) Concurrently with MSC and SSRG shall cooperate to prepare the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent . Once MSC and SSRG consent to the holders filing of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of Commission (which consent shall not be unreasonably withheld, conditioned or delayed), MSC shall file the Securities Act, Proxy Statement with the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filingCommission. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent MSC shall use reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act Commission as promptly as practicable after such filingthereafter. If, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Closing Date, MSC or SSRG shall obtain knowledge of any information relating to contained in or omitted from the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in Proxy Statement that would require an amendment or supplement to 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 which discovers Party obtaining such information knowledge will promptly so advise the other Parties in writing and each of MSC and SSRG will promptly take such action as shall be required to amend or supplement the Proxy Statement. SSRG shall promptly notify furnish to MSC all financial and other information concerning it as may be required for the other parties hereto Proxy Statement and any supplements or amendments thereto. After the parties Proxy Statement has been cleared by the Commission, each of MSC and SSRG shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, use reasonable efforts to mail it as soon as reasonably practicable to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other MSC shareholders. The Proxy Statement shall include all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable required under applicable Legal Requirements to be furnished to MSC’s shareholders in connection with the preparation Amendments, this Agreement and filing the Transactions and shall include the recommendation of MSC’s board of directors in favor of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this AgreementAmendments. (db) Each Notwithstanding anything contained in this Agreement to the contrary, MSC shall not be obligated to take any action under this Section 5.4 unless and until the following conditions shall have been met: (i) MSC shall have received any audited financial statements of the Company SSRG and Parent shall promptly advise the any other upon receiving any communication from any Governmental Authority the consent or approval financial information of which is SSRG required for consummation of inclusion in the transactions contemplated Proxy Statement as determined by this AgreementMSC in its reasonable discretion, (ii) MSC shall have received all information it needs to prepare pro forma financial statements if required to be included in the Proxy Statement under the Commission’s rules, and (iii) MSC shall have received such auditor consents from its and SSRG’s auditors as it deems necessary or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationdesirable.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement (and in any event no later than twenty-five (25) Business Days following the date of this Agreement), (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file the Proxy Statement with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to preliminary form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts furnish all information concerning itself and its Affiliates that is required to have be included in the Form S−4 declared effective under Proxy Statement. (b) If, prior to the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions expiration of the Securities Act and ten (10) day waiting period provided in Rule 14a-6 under the Exchange Act. The , the Company does not receive either (i) comments from the SEC on the preliminary Proxy Statement or (ii) notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall use its commercially reasonable efforts to file the definitive Proxy Statement with the SEC and cause the Joint mailing of the definitive Proxy Statement/Prospectus to be mailed Statement to the Company’s shareholders stockholders to be commenced as promptly as reasonably practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits (and approvals required to carry out the transactions contemplated by this Agreement, and the in any event within five (5) Business Days following such expiration). (c) The Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information information, and shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. If the Company receives comments from the SEC staff on the preliminary Proxy Statement, (i) the Company shall respond promptly to such comments or any request from the SEC staff for amendments or supplements to the Proxy Statement, (ii) each of the Company and Parent will shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement, and (iii) upon being so advised, the Company shall file the Proxy Statement in definitive form with the SEC and cause the mailing of the definitive Proxy Statement to the stockholders of the Company to be commenced as promptly as reasonably practicable (and in any event within five (5) Business Days following being so advised). Except in the case of a filing, amendment or supplement to the Proxy Statement in connection with a Company Adverse Recommendation Change or any dispute between the Parties regarding this Agreement, the Merger or the other Transactions, no (1) filing of, or amendment or supplement to, the Proxy Statement, (2) other SEC filing to the extent related to Parent, Merger Sub, their Affiliates or the Transactions or (3) response to any comment from the SEC with respect thereto shall be made by the Company, promptly after it receives notice thereofwithout (x) the Company providing Parent and its counsel a reasonable opportunity (as far in advance of such filing or response as reasonably practicable and, in the case of the time when preliminary proxy statement, at least five (5) Business Days in advance of filing) to review and comment thereon (it being understood that Parent and its counsel shall provide any comments thereon as promptly as reasonably practicable) and (y) the Form S−4 has become effective, the issuance of Company considering any stop order or the suspension of the qualification of Parent Common Stock issuable such comments in connection with the Merger for offering or sale in any jurisdiction. good faith. (d) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which that discovers such information shall promptly notify the other parties Parties hereto and and, subject to the parties last sentence of Section 5.3(c), the Company shall cooperate in the prompt filing prepare, promptly file with the SEC and, to the extent required by Law, disseminate to the stockholders of the Company an appropriate amendment or supplement describing such information andinformation. (e) Unless a Company Adverse Recommendation Change has been made, the Company shall include the Company Board Recommendation in the Proxy Statement filed in preliminary form and the Proxy Statement filed in definitive form. (f) The Company shall cause the Proxy Statement to the extent required by comply as to form in all material respects with applicable Law, in including the disseminating applicable provisions of the information contained in such amendment or supplement to Securities Act and the Company Stockholders. (c) Each Exchange Act, and the rules and regulations thereunder, and the rules of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this AgreementNasdaq. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) 5.14.1 As soon as reasonably practicable following the date of this AgreementAgreement (and, in any event, no later than five (i5) business days after the Company and Parent date hereof), FIG shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock statement relating to the a special meeting of such holders (the “Company Shareholder Meeting”) FIG's shareholders to be held in connection with this Agreement and related transactions (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to consider adoption the FIG's shareholders, the "Proxy Statement") and, following approval by Purchaser, which shall not be unreasonably conditioned, withheld or delayed, shall file the Proxy Statement with the SEC. The Proxy Statement shall include a recommendation of the Board of Directors of FIG (the "FIG Board Recommendation") that its shareholders vote in favor of this Agreement and the transactions contemplated hereby. FIG shall use its Best Efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. FIG shall use its Best Efforts to cause the Proxy Statement to be mailed to FIG's shareholders as promptly as practicable (iiand, in any event, within seven (7) Parent business days) after the Proxy Statement is cleared by the SEC. 5.14.2 If at any time prior to the consummation of the transactions contemplated by this Agreement any event shall occur that is required by Law to be set forth in an amendment of or a supplement to the Proxy Statement, FIG shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, as soon thereafter as is reasonably practicable. Purchaser and FIG shall cooperate with each other in the Form S−4 will be made by Parentpreparation of the Proxy Statement, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties FIG shall notify each other promptly Purchaser of the receipt of any comments from of the SEC or its staff with respect to the Proxy Statement and of any request requests by the SEC for any amendment or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 supplement thereto or for additional information requests by the SEC for any amendment or supplement thereto or for additional information, and shall supply each other with provide to Purchaser promptly copies of all correspondence between such party FIG or any representative of its representatives, on the one hand, FIG and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus. FIG shall give Purchaser and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the Form S−4 SEC before their being filed with, or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effectivesent to, the issuance SEC. Each of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection FIG and Purchaser shall use its Best Efforts after consultation with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information andhereto, to respond promptly to all such comments of and requests by the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company StockholdersSEC. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. Stockholders’ Meeting. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon promptly as reasonably practicable following the date of this Agreement, but in no event later than July 21, 2017 (i) as long as Parent has complied with its obligation to cooperate with the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to timeset forth in this Section 5.14(a)), the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects cooperate with the applicable provisions Company with the preparation of the Securities Act and the Exchange Actforegoing. The Company Company, with Parent’s cooperation, shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement. The Company will cause the Joint Proxy Statement/Prospectus Statement in definitive form to be mailed to the Company’s shareholders stockholders, in each case as promptly as reasonably practicable after the Form S−4 is declared effective under SEC confirms that it has no further comments on the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsProxy Statement. No filing of, or amendment or supplement to, or correspondence with the Form S−4 will be made by Parent, and no filing of, or amendment or supplement SEC with respect to the Joint Proxy Statement/Prospectus Statement will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the Parent a reasonable opportunity to review and comment thereon. The parties ; provided, however, that the foregoing shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, not apply with respect to the Joint Proxy Statement/Prospectusan Competing Proposal, the Form S−4 a Superior Proposal, a Change of Company Recommendation or the Mergerany matters relating thereto. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification Each of Parent Common Stock issuable and Sub shall cooperate with the Company in connection with the Merger preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under applicable Law. Parent agrees that such information supplied by it in writing for offering inclusion (or sale incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any jurisdictionuntrue 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. If If, at any time prior to the Effective Time Time, any information relating to the Company Parent or Parent, or any of their respective its Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, Statement so that 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, Parent shall promptly notify the Company so that it may file with the SEC an appropriate amendment or supplement describing such documents information and, to the extent required by Law, disseminate such amendment or supplement to the stockholders of the Company. The Company agrees that the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any information relating to Company or its Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that 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 which discovers such information Company shall promptly notify the other parties hereto Parent and the parties shall cooperate in the prompt filing subsequently file with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in disseminate such amendment or supplement to the stockholders of the Company. (b) The Company shall, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement, in accordance with applicable Law, the Company Charter and NASDAQ rules, duly give notice of, convene and hold a meeting of its stockholders to consider the adoption of this Agreement (including any adjournment or postponement thereof, the “Stockholders’ Meeting”); provided, however, that the Company shall be permitted to delay or postpone convening the Stockholders’ Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith (after consultation with outside legal counsel) is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting or (iv) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval. (c) Each The Company Board shall, subject to the right of the Company and Parent shallBoard to make a Change of Company Recommendation pursuant to Section 5.03, upon request, furnish recommend to its stockholders that the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable Requisite Stockholder Approval be given (the “Company Recommendation”). The Company shall include the Company Recommendation in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as reasonably practicable following the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities ActSEC. Thereafter, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated SEC and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders its stockholders as promptly as practicable after the Form S−4 is declared effective under the Securities Actreasonably practicable. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company The Investor shall furnish all information concerning its participation in the Investment and itself and its Subsidiaries and Affiliates to the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsInvestment and the preparation, filing and distribution of the Proxy Statement. No The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Section 14(A) thereof, and the respective regulations promulgated thereunder, (ii) the rules and regulations of any applicable stock exchange or automated quotation system and (iii) the DGCL. The Proxy Statement shall include the Company Recommendation, except as otherwise permitted by Section 4.5(c) of this Agreement. The parties shall cooperate in good faith in preparing and filing ofthe Proxy Statement and any amendments or supplements thereto (including responding to any related requests for additional information and comments from the SEC or its staff). Prior to filing or mailing the Proxy Statement and any amendments or supplements thereto, or amendment responding to any related comments or supplement torequests from the SEC or its staff, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to Company shall provide the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party Investor and its respective counsel the advisors with a reasonable opportunity to review and comment thereonon such materials to be filed or mailed, or such responses to be given, and the Company shall make all changes to such materials and responses as reasonably may be requested by the Investor; provided, however, that the Company shall not be required to make such changes requested by the Investor to the extent such requests are related to (i) the characterization by the Company of any Competing Proposal if the Company believes in good faith that its characterization of any such Competing Proposal is factually accurate with respect to the terms and conditions of such Competing Proposal or (ii) the Company Recommendation. The parties shall Company shall, as promptly as practicable, notify each other promptly of the Investor following receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or requests for additional information and shall comments from, and supply each other the Investor with copies of all correspondence between such party or any of its representativeswith, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable staff thereof in connection with the Merger for offering Proxy Statement and any amendments or sale in any jurisdictionsupplements thereto. If If, at any time after the mailing of the definitive Proxy Statement and prior to the Effective Time Company Stockholders' Meeting, any information relating to event should occur that results in the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in Proxy Statement containing an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate or that otherwise should be described in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the notify each other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreementoccurrence of such event and then promptly prepare and file with the SEC such amendment or supplement and the Company shall, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval as may be materially delayedrequired by the SEC, and, mail to the extent permitted by applicable Law, shall promptly provide the other party with a copy of its stockholders each such communicationamendment or supplement.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement (and in any event no later than thirty five (35) days following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file the Proxy Statement with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to preliminary form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts furnish all information concerning itself and its Affiliates that is required to have be included in the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement Proxy Statement or that is terminated and to ensure that it complies customarily included in all material respects proxy statements prepared in connection with the applicable provisions transactions of the Securities Act and type contemplated by this Agreement. (b) If, prior to the expiration of the ten (10) day waiting period provided in Rule 14a-6 under the Exchange Act. The , the Company does not receive either (i) comments from the SEC on the preliminary Proxy Statement or (ii) notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall use its commercially reasonable efforts to file the definitive Proxy Statement with the SEC and cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders stockholders as promptly as reasonably practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits (and approvals required to carry out the transactions contemplated by this Agreement, and the in any event within five (5) Business Days). (c) The Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information information, and shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. If the Company receives comments from the SEC staff on the preliminary Proxy Statement, (i) the Company shall respond promptly to such comments or any request from the SEC staff for amendments or supplements to the Proxy Statement, (ii) each of the Company and Parent will shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statement, and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable (and in any event within five (5) Business Days of the Company filing the Proxy Statement in definitive form). Except in the case of a filing, amendment or supplement to the Proxy Statement in connection with a Company Adverse Recommendation Change or any dispute between the Parties regarding this Agreement, the Merger or the other Transactions, no filing of, or amendment or supplement to, the Proxy Statement or response to any comment from the SEC with respect thereto shall be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon (it being understood that Parent and its counsel shall provide any comments thereon as promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of as reasonably practicable) and considering any stop order or the suspension of the qualification of Parent Common Stock issuable such comments in connection with the Merger for offering or sale in any jurisdiction. good faith. (d) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which Party that discovers such information shall promptly notify the other parties Parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in disseminated to the disseminating stockholders of the information contained in such amendment or supplement to the Company StockholdersCompany. (ce) Each of Unless a Company Adverse Recommendation Change has been made in accordance with Section 5.5, the Company and Parent shall, upon request, furnish to shall include the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable Company Board Recommendation in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, Statement filed in connection with the Merger preliminary form and the other transactions contemplated by this AgreementProxy Statement filed in definitive form. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute Parent and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under date of this Agreement jointly prepare the Securities Act. Parent Proxy Statement, and the Company shall file the Proxy Statement with the SEC, and shall use its all commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits respond to the comments of the SEC and approvals required to carry out cause the transactions contemplated by this Agreement, and Proxy Statement to be mailed to the Company Shareholders at the earliest practical time. The Company shall furnish all information concerning the Company it and the holders of Company Stock its capital stock as Parent may be reasonably requested request in connection with such actions, and Parent shall furnish all information concerning it and Merger Sub as the foregoing Company may reasonably request in connection with such actions. No filing of, or amendment or supplement to, the Form S−4 Each party to this Agreement will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing notify the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any the comments from of the SEC or its staff SEC, if any, and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 Statement or for additional information with respect thereto, and shall will supply each the other parties with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. Parent will advise Notwithstanding the Companyforegoing, promptly after it receives notice thereof, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the time when SEC or the Form S−4 has become effectivestaff of the SEC with respect thereto, the issuance of any stop order Company (a) shall provide Parent an opportunity to review and comment on such document or response and (b) shall include in such document or response all comments reasonably proposed by Parent; provided that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the suspension of the qualification of Company as promptly as reasonably practicable after such document or response is transmitted to Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionits review. If at any time prior to the Effective Time Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf shareholders of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as reasonably practicable following the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities ActSEC. Thereafter, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated SEC and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its stockholders as promptly as reasonably practicable; provided, however, the Company shall not be required to mail the definitive Proxy Statement to the Company’s shareholders as promptly as practicable after stockholders prior to the Form S−4 is declared effective under No-Shop Period Start Date. Each of the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits Purchaser and approvals required to carry out the transactions contemplated by this Agreement, and the Company Merger Sub shall furnish all information concerning its participation in the Merger transaction and itself and its Subsidiaries to the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsMerger transaction and the preparation, filing and distribution of the Proxy Statement. No The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(A) and 14(D) thereof and the respective regulations promulgated thereunder and (ii) the DGCL. Prior to filing ofor mailing the Proxy Statement, any related proxy materials or any amendment or supplement tothereto, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to Company shall provide the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party Purchaser and its respective counsel the advisors with a reasonable opportunity to review and comment thereon. on the material to be filed or mailed and shall make all changes to such material as reasonably may be requested by the Purchaser. (b) The parties Proxy Statement shall include the Company Board Recommendation, except only as otherwise permitted by Section 5.5 of this Agreement. (c) The Company shall notify each other the Purchaser promptly of the following receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information Statement and shall supply each other the Purchaser with copies of all correspondence between such party or any of its representativeswith the SEC, on the one hand, and the SEC or its staff, on the other handas promptly as practicable, with respect to the Joint Proxy Statement/Prospectus, . The Parties shall cooperate in good faith in preparing and filing the Form S−4 Proxy Statement and any amendments or supplements thereto and in responding to any requests for additional information and comments from the SEC or the Mergerstaff thereof. Parent will advise The Company shall provide the CompanyPurchaser and its advisors with a reasonable opportunity to review and comment on any proposed response (written or oral) to any such comment or request for information and shall make all changes to such responses as reasonably may be requested by the Purchaser. (d) If, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time after the mailing of the definitive Proxy Statement and prior to the Effective Time Company Stockholders Meeting, any information relating to event should occur that results in the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in Proxy Statement containing an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate or that otherwise should be described in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of Proxy Statement, the Company and Parent the Purchaser shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary be required by the SEC, mail to its stockholders each such amendment or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreementsupplement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this AgreementAgreement (but in no event later than twenty-five (25) Business Days after the date hereof), (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement shall comply as to form, or that is customarily included in all material respects, proxy statements prepared in connection with the applicable provisions transactions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to type contemplated by this Agreement. Each of the Company and Parent prior covenant that none of the information supplied or to filing. The Joint be supplied by such party for inclusion or incorporation in the Proxy Statement/Prospectus shall include notice under Statement will, at the FBCA that date it is first mailed to the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation stockholders of the Company Board that or at the time of the Company Stockholders approve Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Mergerstatements therein, in light of the circumstances under which they are made, not misleading. The Company shall respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement. As of the mailing date, the Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders stockholders of the Company as promptly as practicable after any and all SEC comments have been resolved. Except in the Form S−4 is declared effective under case of a filing, amendment or supplement to the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law Proxy Statement in connection with a Recommendation Withdrawal or “blue sky” permits and approvals required to carry out any dispute between the transactions contemplated by parties regarding this Agreement, and the Company shall furnish all information concerning Merger or the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No other transactions contemplated hereby, no filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will Statement shall be made by the Company or Parent, in each caseCompany, without providing the other party Parent and its respective counsel the a reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any thereon and giving due consideration to all such comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. good faith. (b) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the . The Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval notify Parent of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the extent permitted by applicable LawProxy Statement or for additional information, and shall promptly provide supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other party hand, with a copy of such communicationrespect to the Proxy Statement or the Merger.

Preparation of the Proxy Statement. (a) Concurrently As promptly as practicable, Purchaser shall at its sole cost and expense (and Sellers shall reasonably cooperate with Purchaser to) prepare a proxy statement (including the letter to stockholders, notice of meeting and form of proxy, and any other document incorporated or referenced therein, and, if deemed necessary by the SEC or the staff thereof, a registration statement on Form S-4, as each may be amended or supplemented and collectively, the “Proxy Statement”) to be filed by Purchaser with the execution SEC in connection with seeking the Required Purchaser Stockholder Vote and, if necessary, any matter with respect to the Pre-Closing Financing (including any amendment or supplement thereto) and cause such Proxy Statement to be filed and mailed to its stockholders as promptly as practicable following the clearance or confirmation of this Agreementno review by the SEC staff; provided, that Sellers shall have promptly provided, and caused its Representatives to provide, to Purchaser and its Representatives all true, correct and complete information regarding the Voting Stockholders shall execute Purchased Assets, Sellers or any Affiliates that is required by Law to be included in the Proxy Statement or reasonably requested by Purchaser to be included in the Proxy Statement. Purchaser covenants and deliver agrees that the Proxy Statement will not contain any untrue statement of material fact or omit to Parent state any material fact required to be stated therein or necessary in order to make the Voting Agreementsstatements made therein, in light of the circumstances under which they were made, not misleading (other than with respect to the information supplied by or on behalf of Sellers or their Affiliates to Purchaser for inclusion in the Proxy Statement). Sellers covenant and agree that the information supplied by or on behalf of Sellers or their Affiliates to Purchaser for inclusion in the Proxy Statement (including any financial statements) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser makes no covenant, representation or warranty with respect to statements made in the Proxy Statement, if any, based on information provided by Sellers or their Affiliates or any of their Representatives for inclusion therein. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent Purchaser shall use its reasonable best efforts to have cause the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary Proxy Statement to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies comply in all material respects with the applicable provisions of rules and regulations promulgated by the Securities Act SEC and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus respond to be mailed to the Company’s shareholders all SEC comments as promptly as practicable after the Form S−4 is declared effective under the Securities Actreceipt. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company Sellers shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested by Purchaser in connection with any such action and the foregoing actionspreparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Form S−4 Proxy Statement will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, Purchaser without providing the other party and its respective counsel the Sellers with a reasonable opportunity to review and comment thereon. The parties (which comments shall notify each other promptly of the receipt of any comments from the SEC or its staff be reasonably considered by Purchaser and of any request by the SEC or its staff for amendments or supplements reflected to the Joint Proxy Statement/Prospectus or extent reasonably requested by Sellers with respect to any disclosure concerning either Seller, the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, Programs and the SEC or its staffPurchased Assets) thereon if reasonably practicable; provided that, on without limiting the other handgenerality of this Section 5.4, with respect to documents filed by a Party which are incorporated by reference in the Joint Proxy Statement/Prospectus, this right to review and comment shall apply only with respect to information relating to the Form S−4 other Party or such other Party’s business, financial condition or results of operations or this Agreement or the MergerContemplated Transactions. Parent will advise the CompanyIf, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Closing, any information relating to the Company either Seller or Parent, Purchaser or any of their respective Affiliates, officers directors or directorsofficers, should be discovered by the Company either Seller or Parent Purchaser which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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, at the time and in light of the circumstances under which they were are made, not misleading, the party which Party that discovers such information shall promptly notify the other parties hereto Parties and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be prepared and, following a reasonable opportunity for the other Party to review and comment on such amendment or supplement, promptly filed with the SEC and, to the extent required by applicable Law, in disseminated to Purchaser’s stockholders. Subject to applicable Law, each Party shall notify the disseminating other promptly of the information contained in such amendment receipt of any comments from the SEC or supplement the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Company StockholdersProxy Statement or for additional information and shall supply each other with copies of all correspondence between either Party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and Purchaser shall keep Sellers apprised of all substantive communications (including meetings and calls) with the SEC or its staff relating to any disclosure concerning Sellers, this Agreement or the Contemplated Transactions. (c) Each of the Company and Parent shall, upon request, furnish Subject to the other all information concerning itselfearlier termination of this Agreement in accordance with its terms, its Subsidiaries, directors, officers and stockholders and such other matters Purchaser shall (i) as may promptly as reasonably necessary or advisable in connection with practicable after the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf Statement with the SEC conduct a “broker search” in accordance with Rule 14a-13 of the CompanyExchange Act for a record date for the Stockholders Meeting and (ii) duly call, Parent give notice of, convene and hold a meeting of its stockholders for the purpose of seeking the Required Purchaser Stockholder Vote (as it may be adjourned or any of their respective Subsidiaries to any Governmental Authoritypostponed as provided below, including, without limitation, FINRAthe “Stockholders Meeting”) as soon as practicable after the date hereof (and, in connection with any event, (x) mail or disseminate the Merger Proxy Statement as promptly as reasonably practicable after the SEC indicates it has no further comments or informs Purchaser that it will not review the Proxy Statement and (y) hold the other transactions contemplated by this AgreementStockholders Meeting as promptly as reasonably practicable and no later than the earlier of (A) sixty (60) days after such mailing or dissemination and (B) the End Date), and, subject to subject to Section 5.6(d), Purchaser shall include the Purchaser Board Recommendation in the Proxy Statement and shall use its reasonable best efforts (including the engagement of a proxy solicitor) to obtain the Required Purchaser Stockholder Vote. Purchaser shall engage a proxy solicitation firm to assist in the solicitation of proxies for the Stockholders Meeting. (d) Each of Notwithstanding anything to the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by contrary contained in this Agreement, Purchaser shall not adjourn or from FINRApostpone the Stockholders Meeting without Factor’s prior written consent; provided, that causes such party without Factor’s prior written consent, Purchaser may adjourn or postpone the Stockholders Meeting on the date of the Stockholders Meeting, or a date preceding the date on which the Stockholders Meeting is scheduled, to believe allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Required Purchaser Stockholder Vote if Purchaser reasonably believes that there (i) it is necessary to ensure that any supplement or amendment to the Proxy Statement required by Law is provided to the holders of Purchaser Common Stock within a reasonable likelihood that any requisite approval amount of time in advance of the Stockholders Meeting, (ii) it will not receive proxies sufficient to obtain the Required Purchaser Stockholder Vote, whether or not a quorum would be obtained present, or that (iii) it will not have sufficient shares of Purchaser Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the receipt business of the Stockholders Meeting, as long as the date of the Stockholders Meeting is not postponed or adjourned in the aggregate by more than sixty (60) calendar days and the Stockholders Meeting is held no later than the End Date and during any such approval may be materially delayed, and, adjournment or postponement Purchaser shall continue to use best efforts (including through its proxy solicitor) to solicit proxies for the extent permitted by applicable Law, Required Purchaser Stockholder Vote and shall promptly provide the other party Factor with a copy of such communicationregular updates regarding vote tallies and solicitation efforts.

Preparation of the Proxy Statement. (a) Concurrently with Subject to the execution terms and conditions of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As as soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement relating to the adoption of this Agreement by the stockholders of the Company’s at the Stockholders Meeting (such proxy statement/prospectus (, as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall will use its commercially all reasonable efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders stockholders as promptly as practicable after the Form S−4 is declared effective under Proxy Statement shall have been cleared by the Securities ActSEC. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company Purchaser shall furnish all information concerning it as the Company may reasonably request and the holders of Company Stock as may be reasonably requested required by Law and the Exchange Act in connection with any such action and the foregoing actionspreparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement correspondence to the Joint SEC or its staff with respect to the Proxy Statement/Prospectus Statement will be made by the Company or Parent, in each caseCompany, without providing the other party and its respective counsel the Purchaser a reasonable opportunity to review and comment thereonon the portions thereof that relate to the Purchaser, the Parent, the Merger and the other transactions contemplated by this Agreement. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent Company will advise the CompanyPurchaser, promptly after it receives notice thereof, of any request by the time when SEC for the Form S−4 has become effective, the issuance of any stop order or the suspension amendment of the qualification of Parent Common Stock issuable in connection with Proxy Statement or comments thereon and responses thereto or requests by the Merger SEC for offering or sale in any jurisdictionadditional information. If at any time prior to the Effective Time any information relating to the Company or ParentPurchaser, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company or Parent Purchaser which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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 thereinwhich, in light of the circumstances under which they were made, are false or misleading as to a material fact, or omits to state any material fact necessary to make the statements therein not false or misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each . A copy of the Company and Parent opinion of Company’s Financial Advisor shall promptly advise be included in the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationProxy Statement.

Preparation of the Proxy Statement. (a) Concurrently with 5.11.1 Avalon and the execution of this AgreementSen Lang Representative shall, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As as soon as practicable following is reasonably practicable, cooperate to prepare the date Proxy Statement. Once both parties consent to the filing of this Agreement, (i) the Company and Parent shall jointly prepare and file Proxy Statement with the SEC a proxy statement/prospectus (as amended which consent shall not be unreasonably withheld, delayed or supplemented from time to time, the “Joint Proxy Statement/Prospectus”conditioned), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent Avalon shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities ActSEC. If, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time Closing, Avalon or the Sen Lang Representative shall obtain knowledge of any information relating to contained in or omitted from the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in Proxy Statement that would require an amendment or supplement to 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 which discovers obtaining such information knowledge will promptly so advise the other party in writing and both Sen Lang and Avalon will promptly take such action as shall be required to amend or supplement the Proxy Statement. Sen Lang shall promptly notify furnish to Avalon all financial and other information concerning it as may be required for the other parties hereto Proxy Statement and any supplements or amendments thereto. Avalon and the parties Sen Lang Representative shall cooperate in the prompt filing preparation of the Proxy Statement in a timely fashion and shall use all reasonable efforts to clear the Proxy Statement with the SEC Staff of an appropriate amendment or supplement describing such the SEC. Each of Sen Lang and Avalon shall use all reasonable efforts to mail at the earliest practicable date to its stockholders the Proxy Statement, which shall include all information and, required under Applicable Law to be furnished to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company Sen Lang Shareholders and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and Avalon’s stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation Acquisition and filing of the Joint Proxy Statement/Prospectus and Form S-4 transactions contemplated thereby. Avalon also shall take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified or submitting to taxation in any other statement, filing, notice or jurisdiction in which it is not subject to taxation) required to be taken under any applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, state securities laws in connection with the Merger and issuance of Avalon Common Stock in the other transactions contemplated by this AgreementAcquisition. Notwithstanding any provision herein to the contrary, the Proxy Statement shall contain the audited consolidated financial statements described in clause “a” of Section 5.13.1. 5.11.2 Notwithstanding anything contained in this Agreement to the contrary, Avalon shall not be obligated to take any action under Section 5.11.1 unless and until the following conditions shall have been met: (di) Each Avalon shall have received the audited financial statements of the Company Acquired Companies and Parent shall promptly advise any other financial information of the other upon receiving any communication from any Governmental Authority the consent or approval of which is Acquired Companies required for consummation of inclusion in the transactions contemplated Proxy Statement and (ii) Avalon shall have received pro forma financial statements approved by this AgreementSen Lang and its auditors required to be included in the Proxy Statement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.under SEC rules..

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus . Each Holdco will be included as a prospectus, cooperate with the Company in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each preparation of the Form S−4 and the Proxy Statement shall comply as to formStatement, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory including furnishing to the Company all information regarding the Funds and Parent prior their affiliates as may be required to filingbe disclosed therein. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall will use its reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders 's stockholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsdate hereof. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus Statement will be made by the Company or Parent, in each case, without providing the other party and its respective counsel Holdcos the reasonable opportunity to review and comment thereonthereon and to approve the same, provided that such approvals shall not be unreasonably withheld. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent Company will advise the CompanyHoldcos, promptly after it receives notice thereof, of any request by the time when the Form S−4 has become effective, the issuance of any stop order or the suspension SEC for amendment of the qualification of Parent Common Stock issuable in connection with Proxy Statement or comments thereon and responses thereto or requests by the Merger SEC for offering or sale in any jurisdictionadditional information. If at any time prior to the Effective Time any information relating to the Company or Parentthe Holdcos, or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company or Parent either Holdco which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as ---------------------------------- practicable following after the date of this Agreementhereof, (i) the Company shall, in consultation with Parent and Parent shall jointly Sub, prepare and file with the SEC a preliminary proxy statement/prospectus statement (as amended or supplemented from time to time, the “Joint "Preliminary Proxy Statement/Prospectus”), to be sent to the holders of Company Stock ") relating to the meeting of such holders (Merger and the “Company Shareholder Meeting”) to be held to consider adoption of transactions contemplated by this Agreement and (ii) Parent shall prepare and file in accordance with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Exchange Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, rules and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice regulations under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company, Parent and Sub shall cooperate with each other in the preparation of the Preliminary Proxy Statement. The Company shall use its commercially all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Preliminary Proxy Statement, and to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders as promptly as 's stockholders at the earliest practicable after date. The Company agrees to afford Parent and its counsel a reasonable opportunity to (i) review and comment upon the Form S−4 is declared effective under the Securities Act. Parent shall use Preliminary Proxy Statement prior to its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection being filed with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, SEC and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by provide Parent and its counsel with copies of any comments the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments may receive from the SEC or its staff with respect thereto promptly after the receipt of such comments and of any request by (ii) review and comment upon the SEC or Proxy Statement prior to its staff for amendments or supplements being mailed to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction's stockholders. If at any time prior to the Effective Time any information relating to the Company or Parent, or any Board of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each Directors of the Company and Parent shallwithdraws, upon requestmodifies or amends in any adverse respect its approval or recommendation of this Agreement, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each hereby in accordance with Section 6.7 hereof, the Company may delay the filing or mailing, as the case may be, of the Company Preliminary Proxy Statement and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationProxy Statement.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, but in any event within twenty (i20) business days after the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption date of this Agreement and (ii) Parent Agreement, Amedisys shall prepare and file the preliminary Proxy Statement with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, SEC. The parties shall consult each other in connection with setting a preliminary record date for the registration under the Securities Act of Parent Common Stock Amedisys Stockholders Meeting and shall commence broker searches pursuant to be issued in the Merger. Each Section 14a-13 of the Form S−4 and the Proxy Statement shall comply as to formExchange Act in connection therewith. Amedisys shall, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. Amedisys shall cooperate and provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actionsSEC. No filing of, or amendment or supplement to, to the Form S−4 Proxy Statement will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, Amedisys without providing the other party and its respective counsel the Parent with a reasonable opportunity to review and comment thereon. The parties (which comments shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request be considered by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, Amedisys in good faith) thereon if reasonably practicable; provided that with respect to documents filed by Amedisys that are incorporated by reference in the Joint Proxy Statement/Prospectus, the Form S−4 this right of review and comment shall apply only with respect to information relating to Parent or its business, financial condition or results of operations, or the Mergercombined entity or the transactions contemplated hereby; and provided, further, that this review and comment right shall not apply with respect to information relating to an Amedisys Recommendation Change. Amedisys shall use reasonable best efforts to cause the definitive Proxy Statement to be mailed to Amedisys’s stockholders as promptly as practicable after the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or advises that it has no further comments thereon or that Amedisys may commence mailing the Proxy Statement. Amedisys shall advise Parent will advise the Company, promptly after it receives notice thereof, of any request by the time when the Form S−4 has become effective, the issuance of any stop order or the suspension SEC for amendment of the qualification of Parent Common Stock issuable in connection with Proxy Statement or comments on the Merger Proxy Statement and responses thereto or requests by the SEC for offering or sale in any jurisdictionadditional information relating thereto. If at any time prior to the Effective Time any information relating to the Company or ParentAmedisys, Parent or any of their respective Affiliatesaffiliates, officers or directors, should be discovered by the Company Amedisys or Parent which that should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, Statement so that any of 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 made, not misleading, the party which that discovers such information shall promptly notify the other parties hereto party and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Applicable Law, in disseminated to the disseminating stockholders of Amedisys. (b) Amedisys shall as promptly as reasonably practicable following mailing of the information contained Proxy Statement (taking into account a reasonable period of time for the solicitation of the proxies), duly give notice of, convene and hold a meeting of its stockholders (the “Amedisys Stockholders Meeting”) in such amendment or supplement accordance with the DGCL and the rules of the NASDAQ Stock Market (“NASDAQ”) for the purpose of obtaining the Amedisys Stockholder Approval and shall, subject to the Company Stockholdersprovisions of Section 5.2(b) and Section 5.2(d), through its Board of Directors, recommend to its stockholders the adoption of this Agreement. Amedisys may only postpone or adjourn the Amedisys Stockholders Meeting (i) to solicit additional proxies for the purpose of obtaining the Amedisys Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Amedisys has determined after consultation with outside legal counsel is reasonably likely to be required under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of Amedisys prior to the Amedisys Stockholders Meeting. (c) Each Amedisys shall use reasonable best efforts to hold the Amedisys Stockholders Meeting as soon as reasonably practicable after the date of this Agreement. (d) Subject to the terms and conditions of this Agreement, including Section 5.2, Amedisys shall use reasonable best efforts to (i) solicit from Amedisys’s stockholders proxies in favor of the Company Amedisys Stockholder Approval and Parent shall, upon request, furnish to the (ii) take all other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably action necessary or advisable to secure the Amedisys Stockholder Approval. (e) The only matters to be voted upon at the Amedisys Stockholders Meeting are (i) the Merger, (ii) compensatory arrangements between Amedisys and its executive officers relating to the Merger (on a non-binding, advisory basis), (iii) any adjournment or postponement of the Amedisys Stockholders Meeting for a reasonable period to solicit additional proxies, if deemed necessary by Amedisys, and (iv) any other matters that are (I) required by Applicable Law or the Bylaws of Amedisys, as applicable, or (II) if so desired and mutually agreed on, of the type customarily brought before a meeting of stockholders in connection with the preparation and filing approval of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger this Agreement and the other transactions contemplated by this Agreement. (df) Without limiting the generality of the foregoing, Amedisys agrees that its obligations pursuant to this Section 6.1 to hold the Amedisys Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Amedisys or any other person of any Amedisys Alternative Transaction or the making of an Amedisys Recommendation Change. (g) Each of the Company Amedisys and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation ▇▇▇▇▇▇ agrees that none of the transactions contemplated information supplied or to be supplied by this Agreement, or from FINRA, that causes such party (or its subsidiaries) for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to believe that there Amedisys’s stockholders or at the time of the Amedisys Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Amedisys will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no covenant is a reasonable likelihood that any requisite approval will not be obtained made by either Amedisys or that the receipt Parent with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication(or its subsidiaries) for inclusion or incorporation by reference in the Proxy Statement.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a preliminary proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock statement relating to the meeting of such holders the Company’s shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders, the “Proxy Statement”) and file the Proxy Statement with the SEC. Parent and Merger Sub shall cooperate with the Company in the preparation and filing of the Proxy Statement. The Proxy Statement shall include a recommendation of the Board (the “Company Shareholder MeetingBoard Recommendation”) to be held to consider adoption that its shareholders vote in favor of the Merger and this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time subject to time, the “Form S−4”Section 5.07 hereof), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders as promptly as practicable and, in any event, within five (5) business days after the Form S−4 Proxy Statement is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made cleared by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. SEC. (b) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which event shall occur that should be set forth in an amendment of or a supplement to 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 which discovers such information Company shall promptly notify the other parties hereto prepare and the parties shall cooperate in the prompt filing file with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Merger Sub and the Company 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 of additional 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 Stockholders. (c) Each or any representative of the Company and Parent shall, upon request, furnish the SEC with respect to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus . The Company shall give Parent and Form S-4 its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC before their being filed with, or any other statementsent to, filing, notice or applicable made by or on behalf the SEC. Each of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection and Merger Sub shall use its reasonable best efforts after consultation with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, andparties hereto, to respond promptly to all such comments of and requests by the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationSEC.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this AgreementProvided there shall not have been a Company Adverse Recommendation Change permitted by Sections 5.4(d) or 5.4(e) hereof, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As as soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with promptly provide to the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), Company any information required for inclusion in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall promptly provide such other information or assistance in the preparation thereof as may be in form and substance reasonably satisfactory to requested by the Company and Parent prior to filing(iii) the Company shall file the Proxy Statement with the SEC. The Joint Company shall thereafter use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement/Prospectus shall include notice under Statement and to cause the FBCA that Proxy Statement to be mailed to the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation stockholders of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filingthe Proxy Statement is cleared by the SEC (the “SEC Clearance Date”); provided, keep that if the Form S−4 effective for so long as necessary SEC has failed to complete affirmatively notify the Merger or, if earlier, until this Agreement is terminated and to ensure Company within ten (10) calendar days after the filing of the Proxy Statement with the SEC that it complies in all material respects with will not review the applicable provisions of Proxy Statement, then the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause obtain confirmation from the Joint SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement/Prospectus Statement and the date on which the Company receives such confirmation shall be the “SEC Clearance Date.” Subject to be mailed Sections 5.4(d) and 5.4(e), the Proxy Statement shall include the Company Board Recommendation. Notwithstanding the foregoing, prior to filing or mailing the Company’s shareholders as promptly as practicable after Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementSEC with respect thereto, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable provide Parent an opportunity to review and comment thereon. The parties on such document or response and shall give due consideration to including in the Proxy Statement (or any amendment or supplement thereto) or response comments reasonably and timely proposed by Parent. (b) Each of the Company and Parent shall promptly notify each the other promptly of upon the receipt of any comments from the SEC or its staff and of or any request by from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information Statement and shall supply each provide such other party with copies of all correspondence between such party or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . In the event that the Company or Parent receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus, each such party shall promptly provide to the Form S−4 other any information or assistance as may reasonably be requested by the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable other party in connection with the Merger for offering response to such comments or sale such request. As promptly as practicable after comments are received from the SEC and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with the Parent, prepare and file any jurisdiction. required amendments to the Proxy Statement with the SEC. (c) If at any time prior to the Effective Time Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent any party hereto which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, Statement 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 required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf shareholders of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each Notwithstanding anything in this Agreement to the contrary, in the event of a Company Adverse Recommendation Change, the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that required to solicit proxies for the receipt purpose of any such approval may be materially delayed, and, to obtaining the extent permitted by applicable Law, shall promptly provide Company Stockholder Approval unless the other party with a copy of such communicationCompany Board thereafter reaffirms the Company Board Recommendation.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as practicable following the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus . The Company will be included as a prospectus, in connection with cause the registration under the Securities Act of Parent Common Stock Proxy Statement to be issued in the Mergermailed to its stockholders as promptly as practicable. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company Parties shall furnish all information concerning itself and its Subsidiaries to the Company and the holders of Company Stock other as may be reasonably requested in connection with any such action and the foregoing actionspreparation, filing and distribution of the Proxy Statement. No filing ofThe Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, or amendment or supplement toincluding Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Form S−4 will be made by ParentSecurities Act, (iii) the applicable rules and regulations of NASDAQ, and no filing of, or amendment or supplement to (iv) the Joint Proxy Statement/Prospectus will be made DGCL. The information supplied by the Company or Parentfor inclusion in the definitive Proxy Statement will not, in each case, without providing at the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly time of the receipt mailing of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint such definitive Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or , contain any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint 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 to make the statement therein not misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Purchaser or Merger Sub that is contained in or omitted from the definitive Proxy Statement. (b) The Proxy Statement shall include the Company Board Recommendation, except as otherwise provided in Section 5.5(c) of this Agreement. (c) The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and advise one another of any oral comments with respect to the Proxy Statement received from the SEC. The Parties will cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Proxy Statement. (d) If, at any time after the mailing of the definitive Proxy Statement and prior to the Company Stockholders Meeting, any event should occur that results in the Proxy Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate or that otherwise should be described in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of Proxy Statement, the Company and Parent the Purchaser shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary be required by the SEC, mail to its stockholders each such amendment or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreementsupplement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. STOCKHOLDERS' MEETING. (a) Concurrently with As promptly as practicable following the execution date of this Agreement, the Voting Stockholders Company and Parent shall execute prepare and deliver the Company shall file with the SEC the Proxy Statement and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement. 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 and the staff of the SEC, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent; provided, that Parent shall use commercially reasonable efforts to provide or cause to be provided its comments to the Company as promptly as reasonably practicable after the Proxy Statement is transmitted to Parent the Voting Agreementsfor its review. (b) As The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (ithe "Stockholders' Meeting") solely for the purpose of obtaining the Stockholder Approval. Subject to Sections 4.02(b) and 4.02(d), the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time shall, through its Board of Directors, recommend to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider its stockholders adoption of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended withdrawal or supplemented from time to time, modification by the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act Board of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation Directors of the Company or any committee thereof of such Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after Directors' or such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions committee's approval or recommendation of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the The Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use its reasonable best efforts to have prepare and cause to be filed with the Form S−4 declared effective under SEC the Securities Act Proxy Statement no later than twenty (20) days after the date hereof. The Company will cause the Proxy Statement to comply as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies form in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Each of Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock it as may reasonably be reasonably requested by the other party in connection with the foregoing actionspreparation of the Proxy Statement. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus Statement will be made by the Company or Parent, in each case, without first providing the other party and its respective counsel the Parent with a reasonable opportunity to review and comment thereon. on any such document. (b) The parties Company shall notify each other Parent promptly of after receipt by the receipt Company of any comments from of the SEC on, or its staff and of any request by the SEC or its staff for amendments or supplements to to, the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and . The Company shall supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, representatives and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to obtaining the Effective Time Required Company Vote, any Party discovers any information relating to the Company or Parent, any of its Subsidiaries or any of their respective Affiliatesofficers, officers directors or directors, should be discovered by the Company or Parent Affiliates which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of 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 made, not misleading, the party Party which discovers such information shall promptly notify the other parties Parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf shareholders of the Company, Parent or any of their respective Subsidiaries . The Company shall mail the Proxy Statement to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreementits stockholders as soon as reasonably practicable. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a preliminary proxy statement/prospectus (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock statement relating to the meeting of such holders (the “Company Shareholder Meeting”) Company's shareholders to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued Merger (together with any amendments thereof or supplements thereto, in each case in the Merger. Each of form or forms mailed to the Form S−4 Company's shareholders, the "PROXY STATEMENT") and file the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions SEC. Parent and Merger Sub shall cooperate with the Company in the preparation and filing of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filingProxy Statement. The Joint Proxy Statement/Prospectus Statement shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the a recommendation of the Company Board (the "COMPANY BOARD RECOMMENDATION") that Company Stockholders approve the Merger. Each its shareholders vote in favor of the Merger and this Agreement (subject to Section 5.07 hereof). The Company and Parent shall use its reasonable best efforts to have the Form S−4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s 's shareholders as promptly as practicable and, in any event, within five (5) business days after the Form S−4 Proxy Statement is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made cleared by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. SEC. (b) If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which event shall occur that should be set forth in an amendment of or a supplement to 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 which discovers such information Company shall promptly notify the other parties hereto prepare and the parties shall cooperate in the prompt filing file with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement as soon thereafter as is reasonably practicable. Parent, Merger Sub and the Company 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 of additional 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 Stockholders. (c) Each or any representative of the Company and Parent shall, upon request, furnish the SEC with respect to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus . The Company shall give Parent and Form S-4 its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC before their being filed with, or any other statementsent to, filing, notice or applicable made by or on behalf the SEC. Each of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection and Merger Sub shall use its reasonable best efforts after consultation with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, andparties hereto, to respond promptly to all such comments of and requests by the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationSEC.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement (but in no event later than twenty-five (25) calendar days after the date of this Agreement), (i) the Company and Parent shall jointly shall, with the assistance of Parent, prepare and file the Proxy Statement with the SEC a proxy statement/prospectus (as amended or supplemented from time to timeSEC, and Parent and the “Joint Proxy Statement/Prospectus”), to be sent to the holders of Company Stock relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file the Schedule 13E-3 with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement and the Schedule 13E-3. Parent and Merger Sub shall provide to the Company any information concerning Parent and its Affiliates reasonably required for inclusion in the Proxy Statement and Schedule 13E-3. The Company shall thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3 and to cause the Proxy Statement (in definitive form as contemplated by Rule 14a-3 promulgated under the Exchange Act substantially in the form previously cleared or filed with the SEC, as the case may be) to be filed with the SEC a registration statement on Form S−4 (as amended or supplemented from time and sent to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each stockholders of the Form S−4 and Company, together with a copy of the Schedule 13E-3, as promptly as practicable after the Proxy Statement shall comply as and Schedule 13E-3 are cleared by the SEC (the “SEC Clearance Date”); provided, that if the SEC has failed to form, in all material respects, affirmatively notify the Company on or before ten (10) calendar days after the filing of the preliminary Proxy Statement and the Schedule 13E-3 with the applicable provisions of SEC that it will not review the Securities Actpreliminary Proxy Statement and the Schedule 13E-3, the Exchange Act, and applicable Florida Law and then such tenth (10th) day shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing“SEC Clearance Date”. The Joint Proxy Statement/Prospectus Statement shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Recommendation. Notwithstanding the foregoing, prior to filing the Proxy Statement and the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company Stockholders approve shall provide Parent a reasonable opportunity to review and comment on such document or response and shall give due consideration to including in the Merger. Proxy Statement and the Schedule 13E-3 (or any amendment or supplement to the foregoing) and/or response comments reasonably and timely proposed by Parent. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly soon as reasonably practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing notify the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of upon the receipt of any comments from the SEC or its staff and of or any request by from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus Statement or the Form S−4 Schedule 13E-3 or for additional information and shall supply each provide such other party with copies of all correspondence between such party or any of and its representativesRepresentatives, on the one hand, and the SEC or and its staff, on the other hand, with respect . In the event that the Company or Parent receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus, the Form S−4 Statement or the Merger. Parent will advise Schedule 13E-3, each such party shall promptly provide to the Company, promptly after it receives notice thereof, of other any information or assistance as may reasonably be requested by the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable other party in connection with the Merger for offering response to such comments or sale such request. As promptly as reasonably practicable after comments are received from the SEC and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with Parent, prepare and file any jurisdiction. required amendments to the Proxy Statement or the Schedule 13E-3 with the SEC. (c) If at any time prior to the Effective Time Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent any party hereto which should be set forth in an amendment or supplement to the Form S−4 Proxy Statement or the Joint Proxy Statement/Prospectus, Schedule 13E-3 so that any of such documents the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the Company Stockholders. (c) Each of extent required by applicable Law, disseminated by the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each In complying with the provisions of this Section 5.2, the Company shall ensure compliance with the Israeli Securities Law and the rules of the Company TASE, including filing of all necessary filings with the ISA and Parent shall promptly advise the other upon receiving TASE and including handling in the manner prescribed above any communication comments received from any Governmental Authority the consent ISA or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, andTASE, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communicationreceived.

Preparation of the Proxy Statement. (a) Concurrently with As promptly as practicable following the execution of this Agreement, the Voting Stockholders Company shall execute prepare and deliver to Parent the Voting Agreements. (b) As soon as practicable following the date of this Agreement, (i) the Company and Parent shall jointly prepare and file with the SEC a proxy statement/prospectus statement meeting the requirements of Section 14A under the Exchange Act relating to a meeting of the holders of Company Common Stock to adopt this Agreement and to approve the Merger (such proxy statement as amended or supplemented from time to timetime being hereafter referred to as the "PROXY STATEMENT"). The Company, acting through its Board of Directors, or the “Joint Special Committee, shall include in the Proxy Statement/Prospectus”)Statement the recommendation of its Board of Directors, to be sent to or the holders Special Committee, that the stockholders of the Company Stock relating to vote in favor of the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act approval of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. . (b) The Company shall use its commercially reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement and to cause the Joint Proxy Statement/Prospectus Statement to be mailed to the Company’s shareholders as promptly as 's stockholders at the earliest practicable after the Form S−4 is declared effective under the Securities Actdate. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the The Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall promptly notify each other promptly Purchaser of the receipt of any SEC comments or any request from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information Statement and shall supply each other promptly provide Purchaser with copies of all correspondence between such party or any of it and its representatives, on the one hand, and the SEC or and its staff, on the other hand. (c) Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect to the Joint Proxy Statement/Prospectusthereto, the Form S−4 Company (i) shall provide Purchaser with a reasonable opportunity to review and comment on such document or response, and (ii) shall include in such document or response all comments reasonably proposed by Purchaser. (d) The Company shall ensure that the Merger. Parent will advise Proxy Statement does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the Companystatement made, promptly after under the circumstances under which it receives notice thereofis made, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionnot misleading. If at any time prior to the Effective Time any event or information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which that should be set forth in an amendment or a supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any the Company shall promptly inform Purchaser of such documents would not include any misstatement of a material fact or omit discovery. (e) The Company shall use its reasonable best efforts to state any material fact necessary to make obtain the statements therein, in light requisite approval of the circumstances under stockholders of the Company, which they were made, not misleading, approval shall be in accordance with the party which discovers such information shall promptly notify applicable requirements of the other parties hereto DGCL and the parties shall cooperate Organizational Documents of the Company, to enable the Merger to be effective on the Closing Date (determined without regard to the condition to Closing in the prompt filing with first sentence of Section 7.8) by holding a special meeting of stockholders as promptly as practicable, but in no event later than four (4) weeks following the final review and clearance by the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company StockholdersProxy Statement. (cf) Each Without limiting the generality of Section 11.1 the Company and Parent shall, upon request, furnish to the other agrees that it shall bear all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable expenses incurred in connection with the preparation and filing of the Joint Proxy Statement/Prospectus , including all fees and Form S-4 or any other statementexpenses of agents, filingrepresentatives, notice or applicable made by or on behalf of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger counsel and the other transactions contemplated by this Agreementaccountants. (dg) Each Notwithstanding the foregoing, the Company will provide a draft of the Company Preliminary Proxy and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which Definitive Proxy to Purchaser for review and comment; however, it is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or understood that the receipt Company will have the responsibility of any such approval may be materially delayed, and, to approving the extent permitted by applicable Law, shall promptly provide disclosure contained in the other party Proxy Statement as filed with a copy of such communicationthe SEC.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as reasonably practicable following the date of this Agreementhereof, (i) the Company shall, with the assistance of Parent, prepare, and Parent the Company shall jointly prepare and file with the SEC SEC, a proxy statement/prospectus statement relating to the approval of this Agreement by the shareholders of the Company (as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), . Parent and the Company shall cooperate with one another in connection with the preparation of the Proxy Statement and shall furnish all information concerning such party as the other party may reasonably request in connection with the preparation of the Proxy Statement. Parent and the Company shall each use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be sent mailed to the holders shareholders of the Company Stock as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (b) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement Proxy Statement and (ii) Parent shall prepare and file any request by the SEC for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. All filings by the Company with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent and comply as to form, form in all material respects, respects with the applicable provisions of the Securities Act, Exchange Act and the Exchange Actrules and regulations promulgated thereunder, and applicable Florida Law all mailings to the shareholders and other holders of Company Securities in connection with the Merger and the other transactions contemplated by this Agreement shall be in form and substance reasonably satisfactory subject to the Company reasonable prior review and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA comment of Parent; provided, that the Company Stockholders are entitled shall no longer be required to assert appraisal rights under comply with the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of foregoing if the Company Board that Company Stockholders approve has effected any Change in Recommendation or has resolved to do so. All filings by Parent with the MergerSEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company. Each of the Company and Parent shall use give reasonable best efforts and good faith consideration to have the Form S−4 declared effective under the Securities Act as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Act. Parent shall use its commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or amendment or supplement to, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be any comments made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Form S−4 has become effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. counsel. (c) If at any time prior to the Effective Time any information relating to the Company Company, Parent or ParentMerger Sub, or any of their respective Affiliates, officers directors or directorsofficers, should be is discovered by the Company Company, Parent or Parent Merger Sub, which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, Statement 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 which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement disseminated to the Company Stockholders. (c) Each of the Company and Parent shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and Form S-4 or any other statement, filing, notice or applicable made by or on behalf shareholders of the Company, Parent or any of their respective Subsidiaries to any Governmental Authority, including, without limitation, FINRA, in connection with the Merger and the other transactions contemplated by this Agreement. (d) Each of the Company and Parent shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Preparation of the Proxy Statement. (a) Concurrently with the execution of this Agreement, the Voting Stockholders shall execute and deliver to Parent the Voting Agreements. (b) As soon as practicable following After the date of this Agreementhereof, Parent shall (i) in cooperation with Merger Sub, the Company and the Sellers) promptly prepare and Parent shall jointly prepare and file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Merger Securities issuable in the Merger, a portion of which Registration Statement shall also serve as the proxy statement/prospectus statement with respect to the meeting of the Parent Shareholders in connection with the Merger (as amended or supplemented from time to time, the “Joint "Proxy Statement/Prospectus”"), to be sent to . The parties will cause the holders of Company Stock relating to Form S-4 and the meeting of such holders (the “Company Shareholder Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare and file with the SEC a registration statement on Form S−4 (as amended or supplemented from time to time, the “Form S−4”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of Parent Common Stock to be issued in the Merger. Each of the Form S−4 and the Proxy Statement shall comply as to form, form in all material respects, respects with the applicable provisions of the Securities Act, the Exchange ActAct and the rules and regulations promulgated thereunder. Parent shall use commercially reasonable efforts, and applicable Florida Law and shall be in form and substance reasonably satisfactory to the Company and Parent prior to filing. The Joint Proxy Statement/Prospectus shall include notice under the FBCA that the Company Stockholders are entitled to assert appraisal rights under the FBCA. The Joint Proxy Statement/Prospectus shall contain the recommendation of the Company Board that Company Stockholders approve the Merger. Each of the Company and Parent shall use reasonable best efforts Sellers will cooperate with Parent, to have the Form S−4 S-4 declared effective under by the Securities Act SEC as promptly as practicable after such filing, keep the Form S−4 effective for so long as necessary to complete the Merger or, if earlier, until this Agreement is terminated and to ensure that it complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act. The Company shall use its commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S−4 is declared effective under the Securities Actpracticable. Parent shall use its commercially reasonable efforts to obtain obtain, prior to the effective date of the Form S-4, all necessary state securities law or “"blue sky” " permits and or approvals required to carry out the transactions contemplated by this Agreement. The Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of the Parent Shareholders, and the Company shall furnish all information concerning the Company Form S-4 and the holders of Company Stock as may be reasonably requested in connection with the foregoing actions. No filing of, or each amendment or supplement tothereto, the Form S−4 will be made by Parent, and no filing of, or amendment or supplement to the Joint Proxy Statement/Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel the reasonable opportunity to review and comment thereon. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S−4 or for additional information and shall supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S−4 or the Merger. Parent will advise the Company, promptly after it receives notice thereof, of at the time when the Form S−4 has become it is filed or becomes effective, the issuance of any stop order or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Form S−4 or the Joint Proxy Statement/Prospectus, so that any of such documents would will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, in the disseminating of the information contained in such amendment or supplement to the Company Stockholders. (c) . Each of the Company Company, Parent and Parent shall, upon request, furnish to the other all Sellers agrees that the written information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may reasonably necessary or advisable provided by it specifically for inclusion in connection with the preparation and filing of the Joint Proxy Statement/Prospectus and each amendment thereto, at the time of mailing thereof and at the time of the meeting of the Parent Shareholders, or, in the case of the Form S-4 or any other statementamendment or supplements thereto, filingat the time it is filed or becomes effective, notice will not include an untrue statement of a material fact or applicable made by omit to state a material fact required to be stated therein or on behalf necessary to make the statements therein, in light of the Companycircumstances under which they were made, not misleading. Parent will advise the Company and Merger Sub promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of their respective Subsidiaries to any Governmental Authoritystop order, including, without limitation, FINRA, the suspension of the qualification of the Merger Securities Shares issuable in connection with the Merger and for offering or sale in any jurisdiction, or any request by the other transactions contemplated SEC for additional information. Parent shall use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Parent Shareholders at the earliest practicable date as permitted by this Agreement. (d) Each the SEC. If any time prior to the Effective Time any event relating to or affecting the Parent, the Company or the Sellers shall occur as a result of which it is necessary, in the opinion of counsel for the Parent or the counsel of the Company, to supplement or amend the Proxy Statement/Prospectus in order to make such document not misleading in light of the circumstances existing at the time approval of the stockholders of Parent is sought, Parent, the Company and the Sellers, respectively, will notify the others thereof. If Parent shall promptly advise determines that such an amendment or supplement is required, the other upon receiving Company and the Sellers will cooperate with Parent in filing, and Parent will prepare and file, an amendment or supplement with the SEC and, if required by law or NYSE rule or applicable state securities authorities such that such document, as so supplemented or amended, will not contain any communication from untrue statement of a material fact or omit to state any Governmental Authority material fact necessary in order to make the consent or approval of which is required for consummation statements therein, in light of the transactions contemplated circumstances existing at such time, not misleading, and Parent will, as required by this Agreementlaw, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, disseminate to the extent permitted by applicable Law, shall promptly provide the other party with a copy of Parent Shareholders such communicationamendment or supplement.