Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the The Company shall file with the SEC, a as promptly as practicable after the date hereof, the proxy statement with respect under the Exchange Act to be sent to the Special shareholders of the Company in connection with the Company Shareholders' Meeting containing all information required by the applicable Law (the "Proxy Statement"), respond and shall use its best efforts to comments of the staff of the SEC, clear have the Proxy Statement with the staff of cleared by the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stockpromptly. The Company shall comply cooperate with Parent and its legal counsel in all respects with the requirements preparation of the Exchange Act Proxy Statement and shall notify Parent and its legal counsel of the rules and regulations receipt of any comments of the SEC thereunder applicable with respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall promptly provide Parent and its legal counsel with copies of all correspondence between the Proxy Statement) Company and each party shall furnish to any of the other such information relating to it Company Representatives and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC. The Company shall give Parent and its legal counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, and shall incorporate comments of Parent and its legal counsel with respect thereto, prior to its being filed with the SEC and shall give Parent and its legal counsel the opportunity to review all responses to requests for additional information and replies to comments, and shall incorporate comments of Parent and its legal counsel with respect thereto, prior to their being filed with, or sent to, the SEC. The Company agrees to use all its reasonable best efforts, after consultation with Parent and Mergerco will cooperate with the CompanyMerger Sub, to have respond promptly to all necessary state securities law or "Blue Sky" permits or approvals such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to carry out be mailed to the transactions contemplated by this Agreement and will pay all expenses incident theretoshareholders of the Company entitled to vote at the Company Stockholders' Meeting at the earliest practicable time. (b) The information provided supplied by each of the Company and Mergerco for use inclusion in the Proxy Statement shall not, as of at (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) thereto is first mailed to shareholders of the Stockholders or Company and (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Shareholders' Meeting, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein 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 event or circumstance relating to the Company or any party hereto, Company Subsidiary or its their respective officers or directors, should shall be discovered by such party that the Company which should be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and Mergerco thereof substance in all material aspects with the applicable requirements of the Exchange Act and take appropriate action in respect thereofthe rules and regulations thereunder. (c) No The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or its officers or directors shall be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (d) The Board of Directors of the Company shall include in the Proxy Statement, and not subsequently withdraw or modify, or propose to withdraw or modify, in any manner adverse to Parent or Merger Sub, except as set forth in this Section 7.02(d), the recommendation of the Board of Directors of the Company (in the form necessary for compliance with the applicable provisions of the Ohio Law) that the shareholders of the Company give the Requisite Shareholder Approval. In the event that the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that the Board of Directors is required by its fiduciary duties under the Ohio Law to withdraw or modify its recommendation, the Board of Directors of the Company shall be made by Mergerco permitted to withdraw or modify in a manner adverse to Parent and Merger Sub its recommendation to its shareholders that they give the Requisite Shareholder Approval. Notwithstanding such Board of Directors' withdrawal or modification of its recommendation, the Company without prior approval of shall convene and hold the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationShareholders' Meeting in accordance with Section 7.03.

Proxy Statement. (a) Mergerco As promptly as practicable after the execution of this Agreement the Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement (the “Proxy Statement”) to be sent to the stockholders of the Company in connection with the meeting of the Company’s stockholders to be called pursuant to Section 6.4 hereof to consider the Company Voting Proposal (the “Company Stockholders’ Meeting”). The Company shall endeavor to promptly respond to any comments of the SEC. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company at the earliest practicable time. Each of the Buyer and the Company shall cooperate notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and prepareof any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, andon the one hand, as soon as practicable after the date of this Agreement, the Company shall file with and the SEC, a proxy statement or its staff or any other government officials, on the other hand, with respect to the Special Meeting (the "Proxy Statement", the Merger or any filing pursuant to Section 6.2(b), respond to comments . Each of the staff of Buyer and the SEC, clear the Proxy Statement Company shall use its reasonable efforts to cause all documents that it is responsible for filing with the staff of the SEC and promptly thereafter mail the Proxy Statement or other regulatory authorities under this Section 6.2 to all holders of record of Company Common Stock. The Company shall comply in all material respects with the all applicable requirements of the Exchange Act law and the rules and regulations of the SEC thereunder applicable promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement and Statement, or any filing pursuant to Section 6.2(b), the solicitation of proxies for Buyer or the Special Meeting (including any requirement to amend or supplement Company, as the Proxy Statement) and each party case may be, shall furnish to promptly inform the other of such information relating occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation stockholders of the Board in favor of the MergerCompany, except as otherwise provided hereinsuch amendment or supplement. The Company shall use all reasonable efforts, will include in the Proxy Statement the Board Recommendation and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out opinion of the transactions contemplated by this Agreement and will pay all expenses incident theretoCompany Financial Advisor described in Section 3.17. (b) The information provided to be supplied by each or on behalf of the Company and Mergerco for use inclusion in the Proxy Statement shall not, as on the date the Proxy Statement is first mailed to stockholders of (i) the Company, or at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Stockholders’ Meeting, contain any untrue statement of a any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made in the Proxy Statement, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time Company Stockholders’ Meeting any fact or event or circumstance relating to the Company or any party hereto, or its respective officers or directors, should be discovered by such party that should Subsidiary of it which is required to be set forth in an amendment or a supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall promptly inform the Buyer of such fact or event. Any information to be supplied by or on behalf of the Buyer and its Affiliates for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders of the Company, or at the time of the Company Stockholders’ Meeting, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made in the Proxy Statement, such party in light of the circumstances under which they were made, not misleading. If at any time prior to the Company Stockholders’ Meeting any fact or event relating to the Buyer or any of its Affiliates which is required to be set forth in a supplement to the Proxy Statement should be discovered by the Buyer or should occur, the Buyer shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofof such fact or event. (c) No amendment or supplement The Buyer and the Company shall promptly make all necessary filings with respect to the Proxy Statement shall be made by Mergerco or Merger under the Company without prior approval of Securities Act, the other partyExchange Act, applicable state blue sky laws and the rules and regulations thereunder. The Company shall promptly advise Mergerco of any request take all action necessary to exempt (or continue the exemption of) the Merger and the transactions contemplated by the SEC for amendment Merger Agreement from any state takeover law or similar law (including Section 203 of the Proxy Statement DGCL) now or comments thereon hereafter in effect that might otherwise apply to the Merger and responses thereto or requests the transactions contemplated by the SEC for additional informationMerger Agreement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after (and in any event within twenty (20) Business Days) following the date of this Agreementhereof, the Company shall prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear SEC in preliminary form the Proxy Statement for use in connection with the staff solicitation of proxies from the SEC and promptly thereafter mail Company Stockholders for use at the Company Stockholder Meeting. The Company shall cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable and Nasdaq. Parent and Acquisition Sub shall furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent or Acquisition Sub, or any of their respective directors, officers or other Affiliates, should be discovered by the Company, Parent or Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement describing such information shall be made promptly prepared and filed with the SEC and, to the extent required by Mergerco applicable Law or the SEC or its staff, disseminated to the Company Stockholders. (b) Subject to applicable Law, the Company shall cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable (and in any event within ten (10) Business Days) following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, (i) the Company shall not file with the SEC the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement, in any such case referenced in the preceding clause (i) or (ii) without prior approval providing Parent and Acquisition Sub a reasonable opportunity to review and comment thereon or participate therein, as the case may be, and the Company shall consider all such comments by Parent in good faith. (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such written comments of the other partySEC or its staff relating to the Proxy Statement. The Company shall promptly advise Mergerco of any request by the use its reasonable best efforts to resolve all SEC for amendment of comments with respect to the Proxy Statement as promptly as practicable. (e) Unless the Company Board or comments thereon and responses thereto or requests by any authorized committee thereof shall have effected a Company Board Recommendation Change, the SEC for additional informationCompany shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. (a) Mergerco The Company will prepare and file with the Company shall cooperate and prepare, and, SEC as soon as practicable after the date of this AgreementAgreement a Proxy Statement. Parent, Lima and the Company shall file will (i) consult with each other’s counsel, (ii) cooperate with each other in good faith (including the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments Company providing Lima and Parent and their respective counsel for comment drafts of the staff of the SEC, clear the Proxy Statement (which drafts shall be promptly reviewed by them) and including any additions or changes reasonably requested by them), and (iii) provide all information about itself and its affiliates which is required to be included in the Proxy Statement in a timely manner so the Proxy Statement can be filed with the staff of the SEC and promptly thereafter mail as soon as reasonably practicable. The Company will cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations of under the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinExchange Act. The Company shall will use all commercially reasonable efforts, and Mergerco Parent and Lima will cooperate with the Company, to have all cause the Proxy Statement to be cleared for mailing by the staff of the SEC as promptly as practicable after it is filed (including, without limitation, responding to any comments received from the SEC with respect to the Proxy Statement) and to keep the Proxy Statement accurate as long as is necessary state securities law or "Blue Sky" permits or approvals required to carry out consummate the transactions contemplated by this Agreement Merger. The Company will, as promptly as practicable, provide to Parent copies of any written comments received from the SEC with regard to the Proxy Statement and will pay all expenses incident theretoadvise Parent of any comments with respect to the Proxy Statement which are received orally from the staff of the SEC. (b) The information provided by Parent, Lima and Acquisition each represents and warrants to the Company, and the Company represents and warrants to Parent, that none of the Company and Mergerco information supplied by it for use inclusion, or included in a document filed by it which is incorporated by reference, in the Proxy Statement shall notand any amendments or supplements to it, as of (i) will, at the time it is mailed to Unitholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior before the Company Meeting an event occurs with respect to the Effective Time Company or any event or circumstance relating to any party heretoof its subsidiaries, or with respect to Parent or any of its respective officers or directorsmembers, should as the case may be, which is required to be discovered by such party that should be set forth described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No an amendment or supplement to the Proxy Statement shall will be made filed with the SEC as promptly as practicable and, to the extent required by Mergerco or law, will be distributed to the Company without prior approval of the other partyUnitholders. The Company shall will not make any amendment or supplement to the Proxy Statement without the approval of Parent, which approval will not be unreasonably withheld (and will under no circumstances be withheld to the extent the amendment or supplement is required to cause the Proxy Statement to comply with applicable law or relates to a withdrawal, modification or amendment to the General Partners’ recommendation as contemplated by Section 5.5). The Company will advise Parent promptly advise Mergerco after it receives notice that the Proxy Statement has been cleared for mailing or that any supplement or amendment to it has been filed, that any order suspending or preventing the use of the Proxy Statement has been issued, of any request by the staff of the SEC for an amendment of the Proxy Statement Statement, or of the receipt of comments thereon and responses thereto or requests by for additional information from the staff of the SEC or the response to any such comments or requests for additional information.

Proxy Statement. Any proxy statement filed with the SEC (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreementany amendments or supplements thereto, the Company shall file with the SEC, a proxy statement “Proxy Statement”) for its annual meeting of stockholders with respect to the Special Meeting its 2012 fiscal year (the "Proxy Statement"), respond to comments “2012 Annual General Meeting”) shall seek only approval of the staff of matters included in the SECIssuer’s preliminary proxy statement filed with the SEC on February 28, clear 2013. Prior to filing any amendment to the Proxy Statement or any other filing with the staff of SEC in connection with the SEC 2012 Annual General Meeting, the Issuer will provide drafts thereof to the Investor, will give the Investor a reasonable time to review and promptly thereafter mail comment thereon and will consider in good faith any comments made by the Investor. The Proxy Statement to all holders of record of Company Common Stock. The Company and any such other filings shall comply as to form in all material respects with the requirements applicable provisions of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as on the date it is first mailed to stockholders of (i) the Issuer and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement2012 Annual General 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 therein, in light of the circumstances in which they are made, not misleading. The Issuer shall, as promptly as practicable after receipt thereof (and in any event within two (2) Business Days), provide the Investor copies of any written comments and advise the Investor of any oral comments with respect to the Proxy Statement received from the SEC. If at any time prior to the Effective Time 2012 Annual General Meeting, (a) any event Event occurs with respect to the Parties hereto or circumstance any of their respective Affiliates, officers or directors, which is required to be set forth in an amendment of, or supplement to, the Proxy Statement or (b) any information relating to any party the Parties hereto, or its any of their respective Affiliates, officers or directors, should be discovered by such party that a Party which should be set forth in an amendment of, or a supplement to to, the Proxy StatementStatement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, such party in light of the circumstances under which they were made, not misleading, the Issuer shall file as promptly inform as practicable with the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No SEC an amendment of or supplement to the Proxy Statement shall be and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Issuer; provided, that prior to filing any such amendment or supplement, the Issuer will provide drafts thereof to the Investor, will give the Investor a reasonable time to review and comment thereon and will consider in good faith any comments made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationInvestor.

Proxy Statement. (ai) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after On the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with is first mailed to RCPI's stockholders, at the staff time of the SEC Stockholders' Meeting (as hereinafter defined) and promptly thereafter mail at the Effective Time, the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements of the Exchange Act and the rules will not contain any statement that, at such time and regulations in light of the SEC thereunder applicable circumstances under which it is made, is false or misleading with respect to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend material fact, or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at false or misleading or necessary to correct any time prior statement in any earlier communication with respect to the Effective Time solicitation of proxies for the Stockholders' Meeting that shall have become false or misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information furnished to RCPI in writing by or on behalf of Parent, Sub or any event Investor (or circumstance relating any Affiliate of any Investor) expressly for use in the Proxy Statement. (ii) The accountants who certified the financial statements and supporting schedules of RCPI included (or incorporated by reference) or to any party heretobe included (or incorporated by reference) in the Proxy Statement are independent public accountants as required by the Securities Act. (iii) The financial statements of RCPI included (or incorporated by reference) or to be included (or incorporated by reference) in the Proxy Statement present or will present fairly the financial position of RCPI and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods specified in accordance with GAAP (subject, in the case of unaudited financial statements, to normal year-end adjustments), and the supporting schedules included (or its respective officers incorporated by reference) or directors, should to be discovered included (or incorporated by such party that should reference) in the Proxy Statement present or will present fairly the information required to be set forth stated therein in an amendment or a supplement to accordance with GAAP. Except as otherwise stated in the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action financial statements have been or will have been prepared in respect thereofconformity with GAAP consistently applied. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco If Company Stockholder Approval is required under the DGCL, then, in accordance with all applicable Laws, the Company Charter and the Company Bylaws, as promptly as practicable after the Share Acceptance Time, the Company shall (i) prepare and file with the SEC a proxy statement relating to this Agreement and the Transactions, including the Merger (such proxy statement, as amended or supplemented, the “Proxy Statement”), (ii) subject to Section 6.3(e), include in the Proxy Statement the Company Board Recommendation, (iii) furnish the information required to be provided to the Company Stockholders pursuant to the DGCL and the Exchange Act and (iv) use its reasonable best efforts to solicit from Company Stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger and take all other action reasonably necessary or advisable to secure the approval of stockholders required by the DGCL and any other applicable Law and the Company Charter and Company Bylaws (if applicable) to effect the Merger. The Parent will provide the Company with any information which may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 2.3(b). The Company will notify the Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform the Parent of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to Company Stockholders, such amendment or supplement. The Company shall cooperate and prepare, and, as soon as practicable after provide the date of this Agreement, Parent (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Company shall file Proxy Statement prior to filing such with the SEC, and will provide the Parent with a proxy statement copy of all such filings made with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time Special Meeting any fact or event or circumstance relating to the Parent or the Purchaser or any party hereto, or its respective officers or directors, should be discovered of their Affiliates that is required by such party that should Law to be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall should occur or be made discovered by Mergerco the Parent or the Purchaser, the Parent or the Purchaser shall, promptly after becoming aware thereof, inform the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement such fact or comments thereon and responses thereto or requests by the SEC for additional informationevent.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after following the date of this Agreement, the Company shall prepare and file with the SEC, a proxy statement SEC the Proxy Statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter Company Shareholders Meeting. The Company will mail the Proxy Statement to all holders the Company’s shareholders as of the record of date established for the Company Common StockShareholders Meeting as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall comply include, except to the extent provided in all respects with Section 6.3, the requirements text of this Agreement and the Company Board Recommendation in the Proxy Statement. Each of the Exchange Act Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the rules and regulations Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions similar to the Merger Transactions. The Company shall provide Parent with a copy of the preliminary Proxy Statement and all modifications thereto prior to filing or delivery to the SEC thereunder applicable and will consult with Parent in connection therewith. The Company will inform Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments (written or oral) thereon or requests by the SEC for additional information, will consult with Parent prior to responding (in writing or orally) to any such comments or request or filing any amendment or supplement to the Proxy Statement and will furnish to Parent copies of all correspondence between the solicitation Company or any of proxies for its Representatives, on the Special Meeting (including any requirement one hand, and the SEC or its staff, on the other hand, with respect to amend or supplement the Proxy Statement) , the Merger Transactions or any other filings in connection herewith or therewith and each party shall furnish will consult with Parent in connection therewith. If at any time prior to the other such Merger Effective Time any information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may Company or Parent, or any of their respective Affiliates, officers or directors, should be reasonably requested discovered by the other party. The Proxy Statement shall include Company or Parent which, pursuant to the recommendation of Securities Act or the Board Exchange Act, should be set forth in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, an amendment or supplement to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall notStatement, as of (i) the time so that any of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Effective Time extent required by any event or circumstance relating to any party heretoapplicable Legal Requirements, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement disseminated to the Proxy Statement, such party shall promptly inform shareholders of the Company. All documents that each of the Company and Mergerco thereof and take appropriate action Parent is responsible for filing with the SEC in respect thereof. (c) No amendment or supplement connection with the Merger Transactions will comply as to form in all material respects with the Proxy Statement shall be made by Mergerco or the Company without prior approval applicable requirements of the other party. The Company shall promptly advise Mergerco of any request by Securities Act, the SEC for amendment Exchange Act and the rules and regulations of the Proxy Statement or comments thereon and responses thereto or requests by New York Stock Exchange (the SEC for additional information“NYSE”).

Proxy Statement. (a) Mergerco and If required by applicable law in order to consummate the Company shall cooperate and prepare, andMerger, as soon promptly as practicable after the date purchase of this Agreementand payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, a proxy statement with respect and shall use all reasonable efforts to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of have cleared by the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with its stockholders until Purchaser confirms that the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required Purchaser continues to be stated therein or necessary in order to make the statements therein not misleadingaccurate. If at any time prior to the Effective Time Company Stockholders Meeting any event or circumstance relating to the Company or any party heretoof its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by such party the Company that should is required to be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform Purchaser and Merger Sub, so supplement the Company Proxy Statement and Mergerco thereof and take appropriate action in respect thereofmail such supplement to its stockholders. (cb) No amendment or supplement to If required, the Proxy Statement Company, Purchaser and Merger Sub shall be made by Mergerco or cooperate with one another in the Company without prior approval preparation and filing of the other party. The Company Schedule 13E-3 and shall use all reasonable efforts to promptly advise Mergerco of obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any request comments or requests made by the SEC for amendment with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the Proxy Statement receipt of comments of, or comments thereon and responses thereto or any requests by by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for additional information.use in the Schedule 13E-3 which shall have become, or is false or misleading..

Proxy Statement. (a) Mergerco In connection with the Stockholders' Meeting contemplated hereby, as promptly as practicable after Offeror first purchased Shares pursuant to the Offer and if required by applicable law, the Company shall will promptly prepare and file, and Parent will cooperate with the Company in the preparation and preparefiling of, anda preliminary Company Proxy Statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to respond to the comments of the SEC concerning the Preliminary Proxy Statement and to cause the Company Proxy Statement to be mailed to the Company's stockholders, in each case as soon as practicable reasonably practicable. The Company shall pay the filing fees for the Preliminary Proxy Statement. Each party to this Agreement will notify the other parties promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Preliminary Proxy Statement or the Company Proxy Statement or for additional information, and will supply the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Company Proxy Statement or the Merger. (b) If at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Parent. If at any time prior to the Stockholders' Meeting, any event should occur relating to Parent or Sub or any of their respective Associates or Affiliates, or relating to the plans of any such persons for the Surviving Corporation after the date Effective Time of this Agreementthe Merger, or relating to the Financing, that should be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or mailing, the Company shall file consult with the SEC, a proxy statement Parent with respect to such amendment or supplement and shall afford Parent reasonable opportunity to comment thereon. (c) Parent will furnish to the Special Meeting (Company the "Proxy Statement")information relating to Parent and Sub, respond to comments their respective Associates and Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the staff of Merger, and relating to the SECFinancing, clear which is required to be set forth in the Preliminary Proxy Statement with or the staff of the SEC and promptly thereafter mail the Company Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of under the Exchange Act and the rules and regulations of the SEC thereunder applicable thereunder. The Company shall cause to be included as an exhibit to the Preliminary Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval fairness opinion of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationFinancial Advisor referred to in Section 4.1(l).

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable Reasonably promptly after the date of this Agreementhereof, the Company shall prepare and file with the SEC, SEC a proxy statement on Schedule 14A for a special meeting of its stockholders (as amended or supplemented, the “Proxy Statement”). The Company shall include in the Proxy Statement a solicitation relating to the approval, for purposes of Rule 5635(a) of the NASDAQ Stock Market Rules, of the issuance of the shares of Series C Common Stock as contemplated hereby to each Purchaser and each equity financing source party under the Other Investment Agreements (the “Stockholder Approval”). Each Purchaser and its Affiliates shall promptly furnish to the Company such information regarding such Purchaser and its Affiliates as shall be required to be included in the Proxy Statement pursuant to the Exchange Act. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Company shall provide each Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the Special Meeting (Stockholder Approval and any information relating to such Purchaser. If at any time prior to the "Proxy Statement")Closing Date, respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply any information should be discovered by any party hereto that should be set forth in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable an amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other parties hereto and, to the Effective Time any event or circumstance relating to any party heretoextent required by applicable Law, or its respective officers or directors, should be discovered by such party that should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed by the Company with the SEC and, to the Proxy Statementextent required by applicable Law, such party shall promptly inform disseminated by the Company and Mergerco thereof and take appropriate action in respect thereofto the stockholders of the Company. (cb) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco notify each Purchaser of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendment amendments or supplements to the Proxy Statement or for additional information and shall supply each Purchaser 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, with respect to the Proxy Statement. (c) The Company shall mail the Proxy Statement to the holders of its Series A common stock, par value $0.01 per share (the “Series A Common Stock”), and Series B common stock, par value $0.01 per share (the “Series B Common Stock”), and the Series C Common Stock (together with the Series A Common Stock and the Series B Common Stock, the “Common Stock”) in accordance with customary practice after the SEC’s review of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationis completed.

Proxy Statement. (a) Mergerco and the Company Chyron shall cooperate and prepare, prepare and, as soon as practicable after prior to the date end of this Agreementthe day on April 1, the Company shall 2013, file with the SEC, a proxy statement with respect to for the Special Meeting solicitation of the approval of its stockholders describing this Agreement, the Stock Sale and the transactions contemplated hereby and thereby (the "Chyron Proxy Statement"), respond to comments . The Chyron Proxy Statement shall contain the recommendation of the staff board of directors of Chyron that its stockholders approve the Stock Sale and this Agreement and the conclusion of the SEC, clear Board of Directors of Chyron that the terms and conditions of the Stock Sale are fair to and in the best interests of its stockholders. Chyron shall ensure that the Chyron Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply conforms in all respects with all applicable laws. Chyron shall send the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Chyron Proxy Statement and to certain of its stockholders as promptly as possible following the solicitation date of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Chyron Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of not (i) the time of the Proxy Statement (contain any statement that is false or misleading with respect to any amendment thereof or supplement thereto) is first mailed to the Stockholders or material fact, (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 made therein, in light of the circumstances under which they are made, not false or misleading, or (iii) omit to state any material fact necessary to correct any statement in any earlier communication that has become false or misleading. If at any time prior to Notwithstanding the Effective Time any event foregoing, Chyron makes no representation, warranty or circumstance relating covenant with respect to any party hereto, or its respective officers or directors, should be discovered information supplied by such party Hego that should be set forth is contained in an amendment or a supplement any of the foregoing documents. The information provided by Hego to Chyron specifically for inclusion in the Chyron Proxy Statement, such party including without limitation the Hego Financial Statements and related disclosure provided for inclusion therein, shall promptly inform not (i) contain any statement that is false or misleading with respect to any material fact, (ii) omit to state any material fact necessary in order to make the Company and Mergerco thereof and take appropriate action statements made therein, in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval light of the other party. The Company shall promptly advise Mergerco of circumstances under which they are made, not false or misleading, or (iii) omit to state any request by the SEC for amendment of the Proxy Statement material fact necessary to correct any statement in any earlier communication that has become false or comments thereon and responses thereto or requests by the SEC for additional informationmisleading.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, andSeller will, as soon as practicable after following the date of this AgreementExecution Date (and in any event, within eight (8) Business Days following the Company shall Execution Date), prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear SEC the Proxy Statement in connection with the staff of the SEC and promptly thereafter mail Stockholders Meeting in preliminary form. Seller shall cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall (i) comply in all respects with the requirements of the Exchange Act and the applicable rules and regulations of promulgated by the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Seller will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and will give Purchaser and its counsel reasonable opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments or supplements to the Proxy Statement prior to the filing thereof with the SEC or dissemination to the stockholders and Seller shall give reasonable and good faith consideration to any timely comments thereon made by the other Party or its counsel. Seller will (i) notify Purchaser promptly (and in any event, within twenty-four (24) hours) 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 Proxy Statement or for additional information and will promptly supply Purchaser with copies of all correspondence between Seller 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 (including copies of all comments from the SEC), (ii) provide Purchaser and its counsel with a reasonable opportunity to review and comment on any proposed correspondence between it or any of its Representatives and on the one hand and the SEC or its staff on the other hand with respect to the Proxy Statement and shall give reasonable and good faith consideration to any comments thereon made by Purchaser or its counsel and (iii) promptly provide Purchaser with final copies of any correspondence sent by it or any of its Representatives to the SEC or its staff with respect to the Proxy Statement, and of any amendments or supplements to the Proxy Statement. If at any time prior to receipt of the Effective Time Stockholder Approval there shall occur any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, Seller will promptly prepare and deliver to its stockholders such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No an amendment or supplement to supplement. Seller shall (i) commence mailing the Proxy Statement shall be made by Mergerco or the Company without prior approval to Seller’s stockholders as promptly as practicable within three (3) Business Days of the other party. The Company shall promptly advise Mergerco of any request being informed by the SEC for amendment staff that it does not plan to provide comments or it has no further comments on the preliminary form of the Proxy Statement, and (ii) take all necessary action, including establishing a record date and completing a broker search pursuant to Section 14a-13 of the Exchange Act in accordance with Section 6.8, to permit the foregoing. Subject to the terms and conditions of this Agreement, including Section 6.6, the Proxy Statement or comments thereon will include the Board Recommendation and responses thereto or requests by the SEC for additional informationBoard consents to such inclusion. The Proxy Statement shall include the notice of the Stockholders Meeting.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, As promptly as soon as reasonably practicable after the date of this Agreement, (a) the Company shall prepare and file with the SECSEC a letter to shareholders, a notice of meeting, proxy statement and form of proxy that will be provided to shareholders of the Company in connection with respect seeking the Shareholder Approvals of the Proposals (including any amendments or supplements) at the Shareholders’ Meeting and any schedules required to be filed with the Special Meeting SEC in connection therewith (collectively, the "“Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of ”) as required by the Exchange Act and the rules and regulations promulgated thereunder. None of the SEC thereunder applicable information supplied or to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested supplied by the other party. The Proxy Statement shall include Company or the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law respective Investors expressly for inclusion or "Blue Sky" permits or approvals required to carry out the transactions contemplated incorporation by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall notwill, as of (i) at the time of it is filed with the Proxy Statement (or any amendment thereof or supplement thereto) SEC, on the date it is first mailed to the Stockholders Company’s shareholders, or (ii) at the time of the Special Meeting contemplated by such Proxy StatementShareholders’ 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 therein, in light of the circumstances under which they are made, not misleading. If The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Each of the Company and each Investor shall obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement. The Company shall use its commercially reasonable best efforts to (i) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement and (iii) seek to have the Proxy Statement declared definitive by the SEC at the earliest reasonably practicable date. The Company shall promptly notify the Investors 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 (but not the substance of such comments or requests, except to the extent such comments or requests relate to information regarding the Investor). If, at any time prior to the Effective Time Shareholders’ Meeting, any event or circumstance information relating to any party heretothe Company or such Investor, or its any of their respective Affiliates, directors or officers or directors, should be discovered by such party that the Company or any Investor, which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be made by Mergerco stated therein or necessary in order to make the Company without prior approval statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party. The Company , and an appropriate amendment or supplement describing such information shall promptly advise Mergerco of any request be filed by the Company with the SEC for amendment and, to the extent required by Applicable Law, disseminated to the shareholders of the 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 thereon of the SEC or its staff with respect thereto, and responses thereto to the extent it involves disclosure regarding any Investor, such Investor shall be provided upon request, insofar as it relates to such Investor, a reasonable opportunity to review and comment on such document or requests response insofar as it relates to such Investor, and shall include in such document or response comments reasonably proposed by the SEC for additional informationInvestors, as applicable.

Proxy Statement. (a) Mergerco and If the Company shall cooperate and prepare, andStockholder Approval is required by applicable Law, as soon promptly as practicable after the date expiration of this Agreementthe Offer in accordance with the terms of Section 1.1, Company and the Acquiror Companies shall prepare, and Company shall file with the SEC, SEC a proxy statement (together with any amendments thereof or supplements thereto, the "Company Proxy Statement") to be distributed to the stockholders of Company, along with a form of proxy in connection with the vote of Company's stockholders with respect to this Agreement and the Special Meeting (the "Proxy Statement"), respond to comments Merger. Each of the staff of Acquiror Companies and Company will use all reasonable best efforts to have or cause the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Company Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. The Acquiror Companies shall furnish all information concerning it and the holders of record its capital stock as Company may reasonably request in connection with such actions. As promptly as practicable after the Company Proxy Statement may first be mailed to the stockholders of Company Common Stock. The Company shall comply in all respects compliance with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder other applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the MergerLaw, except as otherwise provided herein. The Company shall use all reasonable efforts, efforts to cause the Company Proxy Statement to be mailed to its stockholders entitled to notice of and Mergerco will cooperate with to vote at the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoCompany Stockholder Meeting. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall notIf, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to before the Effective Time Time, any event or circumstance relating to any party heretoCompany, the Acquiror Companies, or its any of their respective affiliates, officers or directors, should be discovered by such any party hereto that should be set forth in an amendment or a supplement to the Company Proxy Statement, so that such document will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly inform notify the Company other parties hereto and Mergerco thereof and take an appropriate action in respect thereofamendment or supplement describing such information shall be promptly prepared by the parties, filed with the SEC and, to the extent required by Law, disseminated to Company's stockholders. (c) No amendment or supplement Each party hereto shall immediately notify the other parties hereto of (i) the receipt of any comments from the SEC relating to the Company Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of Statement, (ii) any request by the SEC for any amendment of or supplement to the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and (iii) the clearance of the Company Proxy Statement. Except as provided for in Article I, each party hereto shall consult with the other parties hereto with respect to, and prior to, all filings with the SEC, including the Company Proxy Statement and any amendment or supplement thereto, and all mailings to Company's stockholders in connection with the Merger, including the Company Proxy Statement. No filing of the Company Proxy Statement or any amendment or supplement thereto shall be made by any party hereto without the consent of the other parties hereto (such consent not to be unreasonably withheld).

Proxy Statement. (a) Mergerco The Purchaser and the Company shall cooperate and Seller will as promptly as practicable following the date hereof jointly prepare, andand the Seller shall file, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and promptly thereafter mail to cause the Proxy Statement to be mailed to the Seller Shareholders at the earliest practical time. The Seller shall furnish all information concerning it and the holders of record its capital stock as the Purchaser may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Company Common Stock. The Company shall comply in all respects with the requirements Directors of the Exchange Act and the rules and regulations Seller promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC thereunder applicable for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the solicitation SEC or members of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to its staff, on the other such information relating hand, with respect to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) or the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleadingAcquisition. If (A) at any time prior to the Shareholders' Meeting, any event should occur relating to the Seller or any of its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Seller will promptly inform the Purchaser and (B) if at any time prior to the Shareholders' Meeting, any event should occur relating to the Purchaser or any of its associates or Affiliates, or relating to the plans of any such persons for the Seller after the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Purchaser will promptly inform the Seller, and in the case of (A) or (B) the Seller and the Purchaser, will, upon learning of such event, promptly prepare, and the Seller shall file and, if required, mail such amendment or supplement to the Seller Shareholders; provided, prior to such filing or mailing, the Seller and the Purchaser shall consult with each other with respect to such amendment or supplement. The Purchaser and the Seller will file, pursuant to and in a manner consistent with Rule 14a-12 under the Exchange Act any soliciting material sent or given to shareholders of the Seller. The Purchaser shall vote, or cause to be voted, in favor of the Acquisition and this Agreement all shares of Seller Stock directly or indirectly beneficially owned by it. (b) The Seller hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Seller described in Section 5.5, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Seller and the Board of Directors of the Seller (the "Independent Advisor Engagement Letter"), agreed to consent to the inclusion of references to its opinion in the Proxy Statement, subject to any modification, amendment or withdrawal thereof. The Seller and its counsel shall permit the Purchaser and its counsel to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofAcquisition or this Agreement. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco Silver shall prepare and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, as soon as reasonably practicable, a preliminary proxy statement and a form of proxy for use at the Silver Stockholders Meeting relating to the vote of Silver's stockholders with respect to the Special Meeting Silver Charter Amendment, the NASD Vote and the transactions contemplated hereby (together with any amendments or supplements thereto, in each case in the form or forms mailed to Silver's stockholders, the "Proxy Statement"). Silver will use all reasonable efforts to have, respond to comments of the staff of the SECor cause, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders be cleared by the SEC as promptly as practicable and to cause the Proxy Statement to be mailed to stockholders of record Silver at the earliest possible date. Silver Co. shall promptly furnish to Silver such information regarding Silver Co. and its officers and directors as may be reasonably requested by Silver for inclusion in the Proxy Statement. (b) Silver covenants that none of Company Common Stockthe information concerning Silver, its subsidiaries, or any of its affiliates, directors, officers, employees, agents or representatives which is included or incorporated by reference in the Proxy Statement will, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC, at the time of mailing of the Proxy Statement or any amendment or supplement thereto to Silver's stockholders or at the time of the Silver Stockholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Silver covenants that the Proxy Statement shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretothereunder. (bc) The information provided by each Silver Co. covenants that none of the Company and Mergerco information supplied or to be supplied by Silver Co. or any of its affiliates (other than Silver), directors, officers, employees, agents or representatives in writing specifically for use inclusion in the Proxy Statement shall notwill, as at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC, at the time of (i) mailing of the Proxy Statement or any amendment or supplement thereto to Silver's stockholders or at the time of the Proxy Statement (Silver Stockholders Meeting, be false or misleading with respect to any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statementmaterial fact, 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 therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement in preliminary form with the staff of SEC (provided, that the SEC and promptly thereafter mail Company shall not be required or obligated to file the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects preliminary form with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable prior to, but shall use reasonable best efforts to file the Proxy Statement in preliminary form with the SEC on, the first (1st) Business Day after the No Shop Period Start Date); provided that the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the solicitation of proxies for Company’s proposed preliminary Proxy Statement and any other filing under the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish 1934 Act to the other extent such information relating to it and filing describes the transactions contemplated by this Agreement in advance of filing and such further consider in good faith any comments reasonably proposed by Parent and supplemental information as may be reasonably requested by its counsel. Subject to Section 6.03, the other party. The Proxy Statement shall include the recommendation Company Board Recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except as otherwise provided herein. The Company shall use all its reasonable effortsbest efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following the earliest to occur of (i) clearance of the Proxy Statement by the SEC, and Mergerco (ii) confirmation in writing by the SEC that it will cooperate with not review the Proxy Statement, or (iii) the tenth (10th) calendar day after the filing of the preliminary Proxy Statement if the SEC fails to notify the Company of its intent to review the Proxy Statement. Each of the Company, to have Parent and Merger Subsidiary shall furnish all necessary state securities law information concerning the Company, Parent and Merger Subsidiary, as applicable, as may be reasonably required or "Blue Sky" permits requested by the other party in connection with the preparation and filing of the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall promptly correct or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The supplement any information provided by each of the Company and Mergerco it for use in the Proxy Statement shall not, as of (i) the time of necessary to prevent the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain from including any untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior , and the Company shall take all steps necessary to amend or supplement the Effective Time any event or circumstance relating Proxy Statement and to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, notice or request for additional information, and advise Parent and its counsel of any oral comments, notice or request for additional information, with respect to the Proxy Statement or any other filing under the 1934 Act made in connection with the transactions contemplated by this Agreement (or, in each case, any amendment or supplement thereto) received from the SEC or its staff, (b) provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such party shall promptly inform comments, notices or requests or on any other written communication with the SEC or its staff arising out of or relating to the Merger or the Proxy Statement, and (c) consider in good faith any comments reasonably proposed by Parent and its counsel. (b) All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form and Mergerco thereof substance in all material respects with the applicable requirements of the 1934 Act and take appropriate action the rules of the SEC and NASDAQ. The Company shall include in the Proxy Statement (i) the Fairness Opinion, in its entirety, together with a summary thereof, and (ii) the information required by Section 262(d)(2) of the DGCL and Applicable Law with respect thereofthereto such that the Proxy Statement constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL and Applicable Law. (c) No amendment or supplement Promptly (but not later than one Business Day) following the execution of this Agreement, Parent, as sole stockholder of Merger Subsidiary, shall adopt this Agreement by written consent and deliver a copy thereof to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and Promptly following the date hereof, the Company shall cooperate and shall, with the assistance of Gannett, prepare, and, as soon as practicable after the date of this Agreement, and the Company shall file with the SEC, a proxy statement with respect relating to the Special Meeting approval by the stockholders of the Company of this Agreement and all other transactions contemplated hereby that, under applicable Law or NYSE rules, require stockholder approval (as amended or supplemented from time to time, the "“Proxy Statement"”), respond to comments . Gannett and the Company shall cooperate with one another in connection with the preparation of the staff of the SEC, clear the Proxy Statement and shall furnish all information concerning such party as the other party may reasonably request in connection with the staff preparation of the Proxy Statement. Gannett and the Company shall each use their reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company will file a definitive Proxy Statement and promptly thereafter mail cause the Proxy Statement to all holders be delivered to the stockholders of record of the Company Common Stockas permitted by the Exchange Act as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. The Company will cause the Proxy Statement to include the opinion of the Company’s financial advisor referred to in Section 3.23. (b) Each of Gannett and the Company shall comply in as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC and all respects other written correspondences and oral communications with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable relating to the Proxy Statement and (ii) any request by the solicitation 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 and deliveries by the Company to the stockholders of proxies for the Special Meeting Company, in each case in connection with the transactions contemplated hereby (including the Proxy Statement and any requirement to amend amendment or supplement thereto and the Proxy Statement) and each party Form 8-K announcing the entry into this Agreement), shall furnish be subject to the other such reasonable prior review and comment of Gannett. (c) If at any time prior to the Effective Time any information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, Gannett or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, Gannett or Merger Sub which should be set forth in an amendment or supplement to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other parties and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or applicable Law, delivered to the Company without prior approval stockholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco As soon as reasonably practicable following the Date hereof, Seller, with cooperation by the Buyer, shall prepare and file with the Company SEC the Proxy Statement. Seller shall cooperate use its commercially reasonable efforts to respond to any comments of the SEC and prepare, and, to cause the Proxy Statement to be mailed to its stockholders as soon promptly as practicable after the date of this Agreement, the Company shall file Proxy Statement is filed with the SEC, subject to compliance with the Exchange Act, including Rule 14a-6 promulgated thereunder. Seller shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a proxy statement general consent to service of process) required to be taken under any applicable state securities laws in connection with respect the issuance and reservation of shares of Seller Common Stock pursuant to the Special Meeting (the "Proxy Statement")Warrant, respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party Buyer shall furnish to all information concerning the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information Buyer as may be reasonably requested by in connection with any such action. If at any time prior to the other party. The Proxy Statement shall include Closing any information (including any Change of Recommendation) relating to Seller or the recommendation of the Board in favor of the MergerBuyer, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any of their respective Affiliates, officers or directors, should be discovered by Seller or the Buyer which should be set forth in an amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain so that any untrue statement of such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other parties hereto and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or law, disseminated to the Company without prior approval stockholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationSeller.

Proxy Statement. (a) Mergerco and When the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting Proxy Statement (the "Proxy Statement") to be distributed to stockholders in connection with the Merger shall first be mailed or distributed to such stockholders (the "Mailing Date"), respond the information with respect to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use the Company Subsidiaries set forth in the Proxy Statement shall not(a) will comply in all material respects with the provisions of the Securities Exchange Act of 1934, as of amended (i) the time "Exchange Act"), and the General Rules and Regulations of the Proxy Statement Securities and Exchange Commission (or any amendment thereof or supplement theretothe "Commission") is first mailed to the Stockholders or thereunder and (iib) the time of the Special Meeting contemplated by such Proxy Statement, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any statements or omissions as described in this clause (b) with respect to which, prior to the Mailing Date, the Company shall have requested in writing any addition or modification to the Proxy Statement which shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such addition or modification shall have been made by the Company prior to the Mailing Date. At all times subsequent to the Mailing Date up to and including the Effective Time of the Merger, the information with respect to the Company and the Company Subsidiaries set forth in the Proxy Statement and all amendments and supplements thereto (i) will comply in all material respects with the provisions of the Exchange Act and the General Rules and Regulations of the Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. If at , except that no representation is hereby made as to any time statements or omissions as described in this clause (ii) with respect to which, after the Mailing Date and prior to the Effective Time of the Merger, the Company shall have requested in writing any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to or amendment of the Proxy Statement, such party which shall promptly inform the Company and Mergerco thereof and take appropriate action be necessary in respect thereof. (c) No amendment or supplement order to make the Proxy Statement not untrue or misleading in any material respect, unless such supplement or amendment shall be have been made by Mergerco or the Company without prior approval to the Effective Time of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationMerger.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, andIf required by applicable law, as soon as practicable after following consummation of the date of this AgreementOffer, the Company shall file with the SEC under the Exchange Act, and shall use its best efforts to have cleared by the SEC, a proxy statement the Proxy Statement with respect to the Special Meeting (Shareholders' Meeting. Parent, Merger Sub and the "Company will cooperate with each other in the preparation of any Proxy Statement"), respond to comments ; without limiting the generality of the staff of foregoing, Parent and Merger Sub, on the SECone hand, clear and the Company, on the other hand, will furnish to each other the information relating to the party furnishing such information required by the Exchange Act to be set forth in any Proxy Statement to be filed by the party receiving such information, and Parent and its counsel shall be given the opportunity to review the Proxy Statement prior to the filing thereof with the staff of SEC. The Company, Parent and Merger Sub each agree to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to any Proxy Statement and promptly thereafter mail the any preliminary version thereof filed by it and cause such Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable be mailed to the Proxy Statement and Company's shareholders at the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoearliest practicable time. (b) The As soon as practicable after the date hereof, the Company and Parent shall promptly and properly prepare and file any other schedules, statements, reports, or other documents required under the '34 Act (if any) or any other federal or state securities laws relating to the Merger and the transactions contemplated herein (the "Other Filings"). Each party shall notify the others promptly of the receipt by such party of any comments or requests for additional information provided from any governmental official with respect to any Other Filing made by each such party and will supply the others with copies of all correspondence between such party and its representatives, on the one hand, and the appropriate government official, on the other hand, with respect to the Other Filings made by such party. Each of the Company and Mergerco for Parent shall use reasonable efforts to obtain and furnish the information required to be included in the Proxy Statement shall notand any Other Filing and, as of (i) after consultation with the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed other, to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating respond promptly to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be comments made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationgovernmental official with respect to any Other Filing.

Proxy Statement. (a) Mergerco As soon as reasonably practicable after the date hereof, the Purchaser and the Company shall prepare and the Purchaser shall file a preliminary proxy statement (as amended, the “Proxy Statement”) with the SEC for purposes of (a) approval of this Agreement and the Merger and the other transactions contemplated hereby, (b) approval of the Amended and Restated Purchaser Charter, (c) approval of the Purchaser Equity Plan, and (d) approval of any adjournment of the Purchaser Stockholder Meeting in the event the Purchaser does not receive the requisite vote to approve the matters set forth in clause (a) through (c) above (the approvals described in foregoing clauses (a) through (d), collectively, the “Purchaser Stockholder Matters”). The Proxy Statement and any other SEC filings shall be in a form mutually agreed by the Purchaser, the Company and the Stockholders’ Representative. As promptly as reasonably practicable following the later of (i) receipt and resolution of SEC comments with respect to the Proxy Statement and the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Purchaser and the Company shall cooperate to file the definitive Proxy Statement and prepare, and, cause the definitive Proxy Statement to be mailed to the Purchaser’s stockholders. The Purchaser shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Purchaser Stockholder Matters to (A) comply as soon as practicable after the date of this Agreement, to form in all material respects with all applicable SEC requirements and (B) otherwise comply in all material respects with all applicable Law. (b) The Purchaser shall notify the Company promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other official of any Authority for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and shall file supply the Company with copies of all correspondence between the Purchaser or any of its representatives, on the one hand, and the SEC, a proxy statement or its staff or any other official of any Authority, on the other hand, with respect to the Special Meeting Proxy Statement or such other filing. The Purchaser shall (i) consult with the "Proxy Statement")Company prior to responding to any comments or inquiries by the SEC or any other Authority with respect to any filings related to this agreement and the Merger, respond (ii) provide the Company and its representatives with reasonable opportunity to comments review and comment on any such written response in advance and consider in good faith the incorporation of any changes reasonably proposed by the staff Company, and (iii) promptly inform the Company whenever any event occurs that requires the filing of the SEC, clear an amendment or supplement to the Proxy Statement or any other filing, and the Purchaser shall provide the Company and its representatives with a reasonable opportunity to review and comment on any such amendment or supplement in advance and consider in good faith the incorporation of any changes reasonably proposed by the Company and its representatives, and shall cooperate in filing with the SEC or its staff or any other official of any Authority, and/or mailing to the Purchaser’s stockholders, such amendment or supplement. (c) The Company shall provide the Purchaser with all reasonable information concerning the business of the Company and the management, operations and financial condition of the Company as is required by the SEC and promptly thereafter mail for inclusion in the Proxy Statement to (“Company Information”), including, all holders of record of Company Common Stock. The Company financial statements required by relevant securities laws and regulations (the “Required Financial Statements”), which shall comply in all respects with be prepared under such accounting principles and for such periods as required by the requirements of the Exchange Act and the forms, rules and regulations of the SEC thereunder applicable to or as requested by the Proxy Statement and the solicitation SEC in connection with its review of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish . Subject to the other such information relating to it Company’s review and approval of any Proxy Statement including Company Information and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation consent of the Board in favor Company’s auditor to the inclusion of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use Required Financial Statements in the Proxy Statement (in each case, such approval or consent not to be unreasonably withheld, conditioned or delayed), the Company acknowledges and agrees that Company Information (including the Required Financial Statements), or summaries thereof or extracts therefrom, may be included in the Proxy Statement. In connection therewith, the Company shall notinstruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company to reasonably cooperate with Purchaser as relevant if required to achieve the foregoing. The Purchaser agrees to provide the Company with a reasonable opportunity to review any Proxy Statement and to not file the Proxy Statement without the Company’s approval (such approval not to be unreasonably withheld, conditioned or delayed). (d) As of (i) the time date of the filing of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to with the Stockholders or (ii) the time SEC, none of the Special Meeting contemplated Company Information, Required Financial Statements or other financial information supplied by such the Company for inclusion in the Proxy Statement, and none of the comparable financial and other information supplied by the Purchaser, shall 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 Closing, a change in such financial or other information which would make the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directorspreceding sentence incorrect, should be discovered by such party that should be set forth in an amendment the Company or a supplement to the Proxy StatementPurchaser, as the case maybe, such party shall promptly inform notify the other party of such change. The Company shall reasonably cooperate with Purchaser in its filing of the Proxy Statement and shall instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and Mergerco thereof and take appropriate action to reasonably cooperate with Purchaser in respect thereofconnection therewith. (ce) No Prior to the filing of a definitive Proxy Statement with the SEC, the Purchaser shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Purchaser’s stockholders (including any adjournment or postponement thereof, the “Purchaser Stockholder Meeting”) to be held as promptly as reasonably practicable following the filing of the definitive Proxy Statement for the sole purpose of obtaining approval of the Purchaser Stockholder Matters (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of such Purchaser Stockholder Matters) and such other matter as may be agreed by the Company. The Purchaser shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Purchaser Stockholder Matters and take all other reasonable action necessary or advisable to obtain such proxies and such stockholder approval and to secure the vote or consent of its stockholders required by and in compliance with all applicable Law and the Purchaser Organizational Documents. The Purchaser (i) shall consult with the Company regarding the record date and the date of the Purchaser Stockholder Meeting and (ii) shall not adjourn or postpone the Purchaser Stockholder Meeting without the prior written consent of Company; provided that the Purchaser may adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any supplement or amendment or supplement to the Proxy Statement shall be made by Mergerco or that the Company without prior approval Purchaser reasonably determines (following consultation with Company) is necessary to comply with applicable Laws, is provided to the Purchaser’s stockholders in advance of a vote on the adoption of this Agreement, (B) if, as of the other party. The Company shall promptly advise Mergerco time that the Purchaser Stockholder Meeting is originally scheduled, there are insufficient shares of any request Purchaser Common Stock represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the SEC for amendment business of the Purchaser Stockholder Meeting, or (C) if, as of the time that the Purchaser Stockholder Meeting is originally scheduled, adjournment or postponement of the Purchaser Stockholder Meeting is necessary to enable the Purchaser to solicit additional proxies required to obtain such stockholder approval. (f) The Proxy Statement shall include a statement to the effect that the Purchaser’s board of directors has unanimously recommended that the Purchaser’s stockholders vote in favor of the Purchaser Stockholder Matters at the Purchaser Stockholder Meeting and neither the Purchaser’s board of directors nor any committee thereof shall withhold, withdraw, qualify, amend or comments thereon and responses thereto modify, or requests by the SEC for additional informationpublicly propose or resolve to withhold, withdraw, qualify, amend or modify, such recommendation.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after the date of this Agreement, the Company SESI shall prepare and file with the SECCommission under the Exchange Act, and shall use its reasonable efforts to have cleared by the Commission, a proxy statement with respect to the Special SESI Annual Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear . SESI shall cause the Proxy Statement (except with the staff respect to information concerning Cardinal and Cardinal Services furnished in writing by or on behalf of the SEC and promptly thereafter mail the Proxy Statement Cardinal specifically for use therein, for which information Cardinal shall be responsible) to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to adopted thereunder, and the Proxy Statement and (except with respect to the solicitation information concerning Cardinal furnished in writing by or on behalf of proxies Cardinal specifically for use therein, for which information Cardinal shall be responsible) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein necessary to make the Special Meeting (including statements therein not misleading. SESI will advise Cardinal promptly in writing if prior to the Closing Date it shall obtain Knowledge of any requirement facts that would make it necessary to amend or supplement the Proxy Statement) and each party shall furnish Statement in order to make the other such information relating statements therein not misleading or to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate comply with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoApplicable Law. (b) The In connection with the Proxy Statement, Cardinal shall cooperate in good faith and take all actions reasonably necessary or appropriate, including providing necessary information provided by each with respect to Cardinal, to assist SESI in preparing the Proxy Statement. (c) None of the Company and Mergerco information to be supplied by Cardinal for use inclusion in the Proxy Statement shall notwill, as of (i) at the time of the Proxy Statement is filed, (ii) at the time the Proxy Statement, or any amendment thereof or supplement thereto) , is first mailed to the Stockholders stockholders of SESI, or (iiiii) at the time such stockholders vote on approval and adoption of the Special Meeting contemplated by such Proxy Statementthis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated made therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this Agreement (but in no event later than ten Business Days from the date of this Agreement), the Company shall shall, in consultation with Parent, prepare and file with the SEC, SEC in preliminary form a proxy statement statement, letter to stockholders, notice of meeting, form of proxy and related schedules and materials (together with respect any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the Special Meeting meeting of the Company’s shareholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (the "Proxy Statement"“Company Shareholders Meeting”). Parent, respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act Merger Sub and the rules and regulations Company will cooperate with each other in the preparation of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) . Without limiting the generality of the foregoing, each of Parent and each party shall Merger Sub will furnish to the other such Company the information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested required by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, Exchange Act to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use be set forth in the Proxy Statement shall notStatement, as of (i) and such information, at the time of date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) Company’s shareholders and at the time of the Special Meeting contemplated by such Proxy StatementCompany Shareholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Company shall use its reasonable best efforts to respond to all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and file all necessary amendments thereto in connection with such SEC comments. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by the SEC (or the staff of the SEC) for any amendment to the Proxy Statement or for additional information and shall consult with Parent regarding, and provide Parent with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), responding to any comments of the SEC (or the staff of the SEC) with respect thereto, or disseminating any other materials used in connection with the Company Shareholders Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and the Company shall give reasonable and good faith consideration to all such comments, but, for the avoidance of doubt, the Company shall not be obligated to incorporate any such comments, unless such comments are necessary to cause such documents to comply with the terms of this Agreement. The Company shall as promptly as practicable (but, subject to setting a record date pursuant to Section 6.3, in no event later than five (5) Business Days) after the date on which the SEC (or the staff of the SEC) confirms that it will not review or has no further comments on the Proxy Statement, commence mailing to the Record Holders the Proxy Statement and all other proxy materials for the Company Shareholders Meeting, with such mailing to be completed within ten (10) Business Days after receipt of such confirmation from the SEC (or the staff of the SEC), subject to any additional time required in connection with setting a record date pursuant to Section 6.3. (b) At the time it is first mailed to the Company’s shareholders and at the time of the Company Shareholders Meeting, the Company shall have caused the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading in light of the circumstances under which they are made. 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 thereunder. Notwithstanding the foregoing, any obligations of the Company with respect to this Section 6.2(b) do not extend to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. (c) If at any time prior to the Effective Time Company Shareholders Meeting any event or circumstance information relating to any party heretothe Company or Parent, or its any of their respective officers or directorsAffiliates, should be discovered by such party that the Company or Parent which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be made by Mergerco stated therein or necessary in order to make the Company without prior approval statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party. The Company , and an appropriate amendment or supplement describing such information promptly shall promptly advise Mergerco of any request by be filed with the SEC for amendment and, to the extent required by applicable Law, disseminated to the shareholders of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall file with the SEC, prepare a proxy statement or information statement, as appropriate, of the Company relating to the meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider adoption of this Agreement (together with any amendments thereto, the "PROXY STATEMENT"). Such meeting may be a special meeting or combined with the Company's annual meeting with respect to the Special Meeting Company's fiscal year ended December 30, 2000. 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 "Proxy Statement")Exchange Act, respond to comments (ii) the Securities Act, (iii) the rules and regulations of NASDAQ and (iv) the staff DGCL. Substantially contemporaneously with the filing of the SEC, clear the Proxy Statement with the staff SEC, copies of the SEC and promptly thereafter mail the Proxy Statement shall be provided to NASDAQ. Buyers shall furnish all holders information concerning Parent, Merger Sub and Buyers as the Company may reasonably request in connection with such actions and the preparation of record of Company Common Stockthe Proxy Statement. The Company shall comply in all respects with prepare and file the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement declared effective by the SEC as promptly as practicable. As promptly as practicable after the date hereof, the Proxy Statement will be mailed to the stockholders of the Company; PROVIDED, HOWEVER, that the Proxy Statement shall not be distributed, and the solicitation of proxies for the Special Meeting (including any requirement to amend no amendment or supplement the Proxy Statement) and each party thereto shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested made by the other party. Company, without the prior consent of Buyers and their counsel. (b) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of the Company and of the Special Committee to the stockholders of the Company that they vote in favor of the Mergeradoption of this Agreement; PROVIDED, except as otherwise provided herein. The Company shall use all reasonable effortsHOWEVER, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of that the Special Meeting contemplated by such Proxy StatementCommittee may, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretoClosing Date, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statementextent permitted by Section 5.8, withdraw, modify or change any such party shall promptly inform recommendation if the Company and Mergerco thereof and take appropriate action Special Committee determines in respect thereofgood faith that failure to so withdraw, modify or change its recommendation would be inconsistent with the Special Committee's fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel. (c) No amendment of or supplement to the Proxy Statement shall will be made by Mergerco without the approval of Buyers and the Company, which approval shall not be unreasonably withheld or delayed. Each of Buyers and the Company without prior approval will advise the other, promptly after it receives notice thereof, of the other party. The Company shall promptly advise Mergerco issuance of any stop order or of any request by the SEC or NASDAQ for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) are first mailed to the stockholders of the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fails to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall promptly inform Buyers. (e) The information supplied by Buyers for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment of or supplement to the Proxy Statement) is first mailed to the stockholders of the Company, (ii) the time of the Company Stockholders Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Buyers, Parent or Merger Sub, or their respective officers or directors, should be discovered by Buyers that should be set forth in an amendment of or a supplement to the Proxy Statement, Buyers shall promptly inform the Company.

Proxy Statement. (a) Mergerco and Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall cooperate prepare and preparefile with the SEC, andsubject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), as soon as practicable after the date consummation of this Agreement, the Company shall file with the SECOffer, a proxy statement with respect preliminary Proxy Statement (the “Preliminary Proxy Statement”) relating to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of Merger as required by the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinthereunder. The Company shall use all reasonable effortsobtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent and Purchaser with, and Mergerco will cooperate consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, and shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to the Special Meeting, any information relating to the Offer, the Merger, the Company, to have all necessary state securities law Parent, Purchaser or "Blue Sky" permits any of their respective Affiliates, directors or approvals required to carry out the transactions contemplated officers, should be discovered by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other party, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be filed with the SEC and disseminated to the Proxy Statement shall be made by Mergerco or the Company without prior approval stockholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, and, file with the SEC as soon as practicable a preliminary Proxy Statement and shall use commercially reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the date satisfaction of this Agreementthe SEC staff. The Company shall notify Buyer 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 Proxy Statement or for additional information and will supply Buyer with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Stockholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement so that such 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 Company shall file with the SEC, a proxy statement with respect promptly prepare and mail to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend its stockholders such an amendment or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretosupplement. (b) The information provided by each of Buyer shall furnish the Company and Mergerco with all information concerning Buyer required for use in the Proxy Statement Statement, and Buyer shall nottake such other action as the Company may reasonably request in connection with the preparation of the Proxy Statement, as including any amendments or supplements thereto. Buyer shall vote or cause to be voted by proxy or otherwise all shares of Company Common Stock held or voting of which is controlled by, directly or indirectly, by Buyer or Merger Sub for the approval and adoption of this Agreement and the Merger. (ic) the time of The Company hereby represents and warrants to Buyer and Merger Sub that the Proxy Statement (or any amendment thereof or supplement theretox) is first when filed with the SEC, (y) when mailed to the Stockholders or (ii) the time stockholders of the Special Company, and (z) at the date of the Stockholder Meeting contemplated by such Proxy Statement, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) shall comply as to form in all material respects with the requirements of the Exchange Act. If at any time prior Notwithstanding the foregoing, the Company makes no representations or warranties with respect to the Effective Time any event information that has been or circumstance relating to any party heretowill be supplied by Buyer or Merger Sub, or its any of their respective officers or directorsRepresentatives, should be discovered by such party that should be set forth specifically for use in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date of this Agreement and in any event within forty-five (45) days after the date of this Agreement, the Company shall prepare and provide to Parent and its advisors the Proxy Statement in preliminary form, and within sixty (60) days after the date of this Agreement, shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with in preliminary form. Parent shall promptly supply to the staff of the SEC and promptly thereafter mail Company in writing, for inclusion in the Proxy Statement to Statement, all holders of record of Company Common Stock. The Company shall comply in all respects with information concerning Parent required under the requirements of Securities Act and the Exchange Act Act, and the rules and regulations thereunder, to be included in the Proxy Statement; provided that the Company shall not use any such information for any other purpose if doing so would violate or cause the violation of applicable securities Laws. Each of Parent and the Company shall notify the other promptly of the receipt of any comments from the SEC thereunder applicable or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information related to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to will promptly supply the other such information relating to Party with copies of all correspondence between it and its Affiliates or their respective officers, employees, legal advisors or agents, on the transactions contemplated by this Agreement one hand, and such further and supplemental information as may be reasonably requested by the SEC or its staff, on the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Mergerhand, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, respect to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) or the time of Merger. Prior to filing or mailing the Proxy Statement (or any amendment thereof or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company shall liaise and cooperate with the other Party and provide it with a reasonable opportunity to review and comment on such document or proposed response or compliance with any such request. If at any time prior to the Company Shareholders Meeting, any information relating to Parent or the Company or any of its respective Affiliates, directors or officers, should be discovered by such Party which should be set forth in an amendment or supplement to the Proxy Statement, so that such 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 are made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be prepared, filed with the SEC and disseminated to the shareholders of the Company to the extent required by Law. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement has been included therein by the Company, the Company shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted), as promptly as practicable, to its shareholders of record, as of the record date established by the Company Board of Directors and set forth in the Proxy Statement. (b) The Company covenants that none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement to be sent to the shareholders of the Company in connection with the Company Shareholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”) will, at the time such document is first mailed to filed with the Stockholders SEC, at any time such document is amended or (ii) supplemented, at the time such document is declared effective by the SEC or at the time of the Special Meeting contemplated by such Proxy StatementCompany Shareholders 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 therein, in light of the circumstances under which they are made, not misleading. If The Proxy Statement will, at any the time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform of the Company Shareholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and Mergerco thereof the rules and take appropriate action in respect thereofregulations promulgated thereunder. (c) No amendment Parent covenants that none of the information supplied by or supplement to on behalf of Parent or Merger Sub for inclusion in the Proxy Statement shall be made by Mergerco will, at the time such document is filed with the SEC, at any time such document is amended or supplemented, at the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request time such document is declared effective by the SEC or at the time of the Company Shareholders 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 statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied in writing for amendment of inclusion in the Proxy Statement by or comments thereon and responses thereto on behalf of the Company which is contained or requests incorporated by reference in the SEC for additional informationProxy Statement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC, a proxy statement with respect to SEC the Special Meeting (the "Proxy Statement"). No filing of, respond to comments of the staff of the SECor amendment or supplement to, clear the Proxy Statement with will be made by the staff of the SEC Company without providing Acquiror and promptly thereafter mail the Proxy Statement its counsel a reasonable opportunity to review and comment thereon and reflecting therein all holders of record of Company Common Stockreasonable comments proposed by Acquiror and its counsel. The Company shall comply in all respects with the requirements will promptly advise Acquiror, of the Exchange Act and time when the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time definitive form of the Proxy Statement (has been filed with the SEC or any supplement or amendment thereof or supplement thereto) is first mailed to has been filed, the Stockholders or (ii) the time issuance of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretostop order, or its respective officers any oral or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to any comments of the SEC and will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable. If at any time prior to the Effective Time any event or information (including any Change in Recommendation) relating to the Company, or any of its Affiliates, officers or directors, should be discovered by Acquiror or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall prepare, and file with the SEC, a preliminary proxy statement with respect materials relating to the Special Meeting (Company Stockholder Approval. Parent shall provide promptly to the "Company such information concerning Parent as, in the reasonable judgment of Parent, the Company or their respective counsel, may be required or appropriate for inclusion in the Proxy Statement"), respond to or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the staff of 10-day waiting period provided in Rule 14a-6(a) promulgated under the SECExchange Act, clear the Proxy Statement Company shall file definitive proxy materials with the staff of the SEC and promptly thereafter mail cause the Proxy Statement to all holders of record of Company Common Stockbe mailed to its stockholders. The Company shall will use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply in all material respects with all applicable Legal Requirements. Prior to filing the requirements of preliminary proxy materials, definitive proxy materials or any other filing with the Exchange Act SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use in good faith consider including in such filings all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated comments reasonably proposed by this Agreement and will pay all expenses incident theretoParent. (b) The information provided by each Company will notify Parent promptly of the Company receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and Mergerco of any request by the SEC or its staff or any other government officials for use in amendments or supplements to the Proxy Statement shall notor any other filing or for additional/supplemental information, as and will supply Parent with copies of (i) all correspondence between the time Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement (or any amendment thereof or supplement theretosuch other filing. The Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) is first mailed relating to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain this Agreement or the Merger. The Company shall consult with Parent prior to responding to any untrue statement of a material fact comments or omit inquiries by the SEC or any other Governmental Entity with respect to state any material fact filings related to (or necessary or appropriate to facilitate) the Merger, shall provide Parent with reasonable opportunity to review and comment on any such written response in advance and shall in good faith consider including in such response all comments reasonably proposed by Parent. Whenever any event occurs that is required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or any other filing, the Company without prior approval of the other party. The Company shall promptly advise Mergerco inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any request such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all comments reasonably proposed by Parent, and shall cooperate in filing with the SEC for amendment or its staff or any other Governmental Entity, and/or mailing to the stockholders of the Proxy Statement Company, such amendment or comments thereon and responses thereto or requests by the SEC for additional informationsupplement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable Promptly after the date of this Agreementhereof, the Company shall prepare and (subject to the Purchaser's approval, which shall not be unreasonably withheld) file with the SECSEC under the Exchange Act, and shall use all reasonable efforts to have promptly cleared by the SEC and promptly mailed to the Company's shareholders, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond ) with respect to comments the meeting of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement Company's shareholders referred to all holders of record of Company Common Stockin Section 6.2. The Company shall comply in all respects with the requirements agrees, as to itself and its Subsidiaries, that none of the Exchange Act and the rules and regulations of the SEC thereunder applicable information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed thereto will, at the date of mailing to the Stockholders or (ii) stockholders and at the time of the Special Meeting contemplated by such Proxy Statementmeeting of stockholders of the Company to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior The Purchaser agrees that none of the information supplied or to be supplied by the Purchaser or Merger Sub in writing to the Effective Time Company for inclusion in the Proxy Statement and any event amendment thereof or circumstance relating supplement thereto will, at the date of mailing to stockholders and at the time of the Company Shareholders' Meeting, contain any party heretountrue 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 contained therein, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement light to the circumstances under which they were made, not misleading. The Company will cause the Proxy Statement, such party shall promptly inform Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Subject to the fiduciary duty obligations of the Board of Directors of the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to under Pennsylvania Law, the Proxy Statement shall be made by Mergerco or contain the recommendation of the Board of Directors of the Company without prior approval in favor of the other party. The Company shall promptly advise Mergerco Merger and for approval and adoption of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationthis Merger Agreement.

Proxy Statement. The proxy statement and any amendment thereof or supplement thereto, to be sent to the shareholders of the Company in connection with the Merger (athe “Proxy Statement”) Mergerco will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall cooperate will prepare and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to as promptly as is reasonably practicable (but in any event not later than 30 days) after the Special Meeting date hereof (but in no event later than 30 days after the "Proxy Statement"date hereof), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in a form that complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Parent and the Merger Sub shall furnish to the Company all information requested concerning itself which is reasonably required or customary for inclusion in the Proxy Statement including, without limitation, the form of charter for the Surviving Corporation to be attached to the Articles of Merger. The Company and the Parent each agrees to respond as promptly as is practicable to any comments of the SEC thereunder applicable to on the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement Company agrees to amend or supplement mail the Proxy Statement) and each party shall furnish Statement to holders of Company Common Stock promptly after the other such information relating to it and Company learns that the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include will not be reviewed or that the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC staff has no further comments thereon. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco any party hereto for use in or incorporation by reference in the Proxy Statement shall notbe true and correct in all material respects, as at the dates mailed to shareholders of (i) the Company and at the time of the Company Meeting (as defined in Section 7.4), without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied in writing by any other party specifically for inclusion in the Proxy Statement (Statement. If at any time prior to the Effective Time any information relating to the Company, the Parent or the Merger Sub, or any of their respective Affiliates, officers or directors, should be discovered by the Company, the Parent or the Merger Sub which should be set forth in an amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain so that the Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other parties hereto and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or Law, disseminated to the Company without prior approval shareholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date of this Agreement, the Company shall prepare and file with the SEC, a proxy statement with respect and shall use all reasonable efforts to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of have cleared by the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter shall mail to shareholders, the Proxy Statement. The Company and Merger Sub each will promptly and timely provide all information relating to its respective business or operations necessary for inclusion in the Proxy Statement to satisfy all holders requirements of record of Company Common Stockapplicable state and federal securities laws. The Company and Merger Sub each shall comply be solely responsible for any statement, information or omission in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies relating to it or its affiliates based upon written information furnished by it for the Special Meeting (including any requirement to amend or supplement inclusion in the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include contain the recommendation of the Board in favor of Directors that the Company's shareholders approve this Agreement and the Merger, except as otherwise provided herein. The Company shall use all reasonable effortssubject to the right of the Board of Directors to withdraw its recommendation in compliance with Section 4.2(b), including the obligation of the Board of Directors to submit this Agreement and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretohereby, including the Merger, to a shareholder vote in accordance with Section 5.2. (b) The information provided by each of the Company and Mergerco for use in agrees that the Proxy Statement shall will not, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed sent to the Stockholders or (ii) shareholders, at the time of the Special Company Shareholders' Meeting contemplated by such Proxy Statementor at the Effective Time, 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 therein, in light of the circumstances under which they were made, not misleading. If at any time prior , provided that this provisions shall not apply to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofMerger Sub Information (as defined below). (c) No amendment Merger Sub agrees that none of the information supplied by Merger Sub, its officers, directors, representatives, agents or supplement to employees (the "Merger Sub Information"), for inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement shall be made by Mergerco or is first mailed to shareholders, at the time of the Company without prior approval Shareholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the other partycircumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting which has become false or misleading. The Company shall promptly advise Mergerco of Notwithstanding the foregoing, Merger Sub does not make any request representation or warranty with respect to any information that has been supplied by the SEC Company or its accountants, counsel or other authorized representatives for amendment use in any of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationforegoing documents.

Proxy Statement. (a) Mergerco and As promptly as practicable after the Company execution of this Agreement, Exodus shall cooperate and prepare, andwith the cooperation of the Company, the Exodus Proxy Statement. Exodus shall use its best efforts to file the Exodus Proxy Statement with the SEC as soon as practicable after the date of this Agreement, on which the Company provides audited financial statements of the Company for inclusion in the Exodus Proxy Statement and shall file with use its best efforts to clear all SEC comments and mail the SEC, a proxy statement Exodus Proxy Statement to all stockholders of Exodus entitled to receive such notice under Delaware Law as promptly as possible thereafter. Whenever any event occurs with respect to the Special Meeting (Company or Exodus that is required to be set forth in an amendment or supplement to the "Exodus Proxy Statement"), respond the applicable party shall promptly inform the other party of such occurrence and cooperate in mailing to comments stockholders of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common StockExodus such amendment or supplement. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Exodus Proxy Statement shall include the recommendation of the Board of Directors of Exodus that the Exodus stockholders vote in favor of the Mergerissuance of shares of Exodus Common Stock in the Merger and the conclusion of the Board of Directors that the terms and conditions of the Merger are fair to the stockholders of Exodus (the "Recommendation"), except along with a copy of the written opinion referred to in -------------- Section 3.13; provided, however, that nothing in this Agreement shall prevent -------- ------- the Board of Directors of Exodus from withholding, withdrawing, amending or modifying the Recommendation if (i) Exodus receives an unsolicited, bona fide Third Party Acquisition Proposal (as otherwise provided herein. The Company shall use all reasonable effortsdefined in Section 5.7(b)) that is conditioned on (or requires) the cancellation, and Mergerco will cooperate with termination, abandonment or modification of the Company, to have all necessary state securities law Merger or "Blue Sky" permits or approvals required to carry out any of the other transactions contemplated by this Agreement the Ancillary Agreements or the Commercial Agreements (an "Exodus Acquisition ------------------ Offer") and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall notsuch Exodus Acquisition Offer is not withdrawn, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) Exodus shall ----- have provided written notice to the time Company advising the Company that Exodus has received an Exodus Acquisition Offer, specifying all of the Special Meeting contemplated material terms and conditions of such an Exodus Acquisition Offer and identifying the person or entity making such Exodus Acquisition Offer, (iii) the Board of Directors of Exodus concludes in good faith, after consultation with its outside legal counsel and a financial advisor of national standing, that, in light of such Exodus Acquisition Offer, the withholding, withdrawal, amendment or modification of the Recommendation is required in order for the Board of Directors of Exodus to comply with its fiduciary obligations to Exodus' stockholders under applicable law. Except as provided in the immediately preceding sentence the Board of Directors of Exodus will not withhold, withdraw, amend or modify the Recommendation (a "Withdrawal of Recommendation"). Anything to the ---------------------------- contrary contained herein notwithstanding, Exodus shall not include in the Exodus Proxy Statement any information with respect to the Company or its affiliates or associates, the form and content of which information shall not have been approved by the Company prior to such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required inclusion (such approval not to be stated therein unreasonably withheld or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofdelayed). (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, and, file with the SEC as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "preliminary Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company which shall comply as to form in all material respects with the requirements of the Exchange Act Act, and the rules and regulations shall use reasonable best efforts to respond to any comments of the SEC thereunder applicable or its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Buyer 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 Proxy Statement or for additional information and will supply Buyer with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the solicitation of proxies for the Special Meeting (including any requirement to amend SEC or supplement the Proxy Statement) and each party shall furnish to its staff, on the other such information relating hand, with respect to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement or the Merger. If at any time prior to the Stockholder Meeting there shall not, as of (i) the time of occur any event that should be set forth in an amendment or supplement to the Proxy Statement (or so that such document would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior , the Company shall promptly prepare and mail to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by stockholders such party that should be set forth in an amendment or a supplement. Notwithstanding anything to the contrary, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response, comments reasonably proposed by the other party. In addition, the Company will provide Buyer with the opportunity to participate in any substantive conference calls or discussions between the Company and the SEC, or any Representative of the Company and the SEC, concerning the Proxy Statement. (b) Buyer shall furnish the Company with all information concerning Buyer required for use in the Proxy Statement, and Buyer shall take such party shall promptly inform other action as the Company and Mergerco thereof and take appropriate action may reasonably request in respect thereof. (c) No amendment or supplement to connection with the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment preparation of the Proxy Statement Statement, including any amendments or comments thereon supplements thereto. Buyer shall vote or cause to be voted by proxy or otherwise all shares of Company Common Stock held or voting of which is controlled by, directly or indirectly, the Buyer Parties for the approval and responses thereto or requests by adoption of this Agreement and the SEC for additional informationMerger.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006 (the “Final Proxy Filing Date”), As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006, shall file with the SEC the Proxy Statement. Subject to Section 6.1(a), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the stockholders of the Company vote in favor of the Merger and the adoption of this Agreement (the “Company Recommendation”). The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, a proxy statement or its staff or any other government officials, on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with the all applicable requirements of the Exchange Act law and the rules and regulations of the SEC thereunder applicable promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement Statement, Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the solicitation SEC or its staff or any other government officials, and/or mailing to stockholders of proxies for the Special Meeting (including any requirement Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to amend or supplement its stockholders the Proxy Statement) and each party , any amendment thereto, any other soliciting material or any such other documents without Parent’s prior approval (which shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may not be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Mergerunreasonably withheld), except as otherwise provided herein. The that such approval shall not be required for filings or mailings necessitated by a Change in Company shall use all reasonable efforts, and Mergerco will cooperate Recommendation made in accordance with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoSection 6.1. (b) The information provided by each Company agrees, as to itself and its Subsidiaries, that none of the Company and Mergerco information supplied or to be supplied by it or its Subsidiaries for use inclusion or incorporation by reference in the Proxy Statement shall notwill, as at the date of (i) mailing to the Company’s stockholders and at the time of the Proxy Statement (Company Meeting or the date of any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 therein, in the light of the circumstances under which they were made, not misleading. If at any time prior Parent agrees, as to itself and Merger Sub, that none of the Effective Time any event information supplied or circumstance relating to any party hereto, be supplied by it or its respective officers Merger Sub for inclusion or directors, should be discovered incorporation by such party that should be set forth reference in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco will, at the date of mailing to the Company’s stockholders and at the time of the Company Meeting or the Company without prior approval date of any amendment thereof or supplement thereto, 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 the light of the other partycircumstances under which they were made, not misleading. The Company shall promptly advise Mergerco Each of the Company, Parent and Merger Sub agree to correct any request information provided by the SEC it for amendment of inclusion in the Proxy Statement which shall have become false or comments thereon and responses thereto or requests by the SEC for additional informationmisleading.

Proxy Statement. (ai) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this Agreement, and in any event within fifteen (15) Business Days after the date hereof, the Company shall file with the SEC, SEC a proxy statement with respect to the Special Meeting (the "preliminary Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall include in the Proxy Statement the Company Recommendation, unless there has been a Change in Recommendation in accordance with Section 6.02(c). If the Company determines that it is required to file any document other than the Proxy Statement in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then, subject to Section 6.02, the Company will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company shall cause the Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable and the NYSE. The Company will not file the preliminary or definitive Proxy Statement, any Other Required Company Filing, or any supplement or amendment thereto (or any disclosure relating to the foregoing) with the SEC or otherwise disseminate any of the foregoing without providing Parent and its counsel a reasonable opportunity in advance to review and comment thereon, which comments shall be considered and discussed with Parent and its counsel by the Company and its counsel in good faith. On the date of filing, the date of mailing to the stockholders of the Company and at the time of the Company Meeting, the Company shall cause the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement all Other Required Company Filings not to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 therein, in light of the circumstances under which they are made, not false or misleading; provided, notwithstanding the foregoing, no representation or warranty is made by the Company with respect to any information supplied by Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filings. (ii) Each of the Company, Parent and Merger Sub shall, and shall cause its independent accountants, counsel and other Representatives to, cooperate with the other parties hereto in the preparation of the Proxy Statement, and furnish all information, data and documentation concerning the Company, Parent or Merger Sub or any of their respective Affiliates, as applicable, that is necessary or appropriate in connection with the preparation, filing and distribution of the Proxy Statement and any Other Required Company Filing and the resolution of any comments received from the SEC with respect thereto. If at any time prior to the Effective Time Company Meeting (or any event adjournment or circumstance postponement thereof) the Company, on the one hand, or Parent or Merger Sub, on the other hand, discovers any information relating to the Company, Parent, Merger Sub or any party heretoof their respective Affiliates, directors or its respective officers or directorsofficers, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement or any Other Required Company Filing so that the Proxy Statement or such Other Required Company Filing, as applicable, 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, then the party hereto that discovers such information shall promptly notify the other parties hereto, and the Company shall promptly file with the SEC an appropriate amendment or supplement to such filing describing such information and, to the extent required by Applicable Law or the SEC or its staff, disseminate such information to the Company’s stockholders. (iii) The Company shall advise the Parent and Merger Sub, promptly after it receives notice thereof, of any receipt of (A) a request by the SEC or its staff for any amendment or revisions to the Proxy Statement or any Other Required Company Filing, (B) comments from the SEC or its staff on the Proxy Statement or any Other Required Company Filing or (C) a request by the SEC or its staff for additional information in connection therewith, and the Company shall provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to such filings or the Transactions. No response to staff comments on, the Proxy Statement or any Other Required Company Filing shall be made by Mergerco or the Company without prior approval of providing Parent and its counsel a reasonable opportunity in advance to review and comment thereon, which comments shall be considered and discussed with Parent and its counsel by the other partyCompany and its counsel in good faith. The Company shall respond promptly advise Mergerco of to any request by comments from the SEC for amendment or the staff of the SEC on the Proxy Statement or comments thereon any Other Required Company Filing. (iv) The Company shall use its reasonable best efforts to cause the Proxy Statement to be filed in definitive form and responses thereto or requests by mailed to its stockholders as promptly as practicable (and, in any event, within five (5) Business Days after the earlier of (A) the eleventh (11th) day following the date on which the preliminary Proxy Statement is filed, if the staff of the SEC for additional informationhas not prior to such date informed the Company that they are reviewing the preliminary Proxy Statement and (B) the date on which any comments from the SEC or the staff of the SEC with respect to the preliminary Proxy Statement have been resolved or withdrawn (the earlier of such dates, the “Proxy Clearance Date”)) and to cause the Proxy Clearance Date to occur as promptly as reasonably practicable following the date hereof.

Proxy Statement. (a) Mergerco The Company and the Buyers shall furnish to each other all information concerning such Person or such Person's business that is required for the Proxy Statement. The Company shall cooperate and prepare, andshall, as soon as practicable after the date hereof, prepare and file (after providing the Buyers with a reasonable opportunity to review and comment thereon) the Proxy Statement with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC (after providing the Buyers with a reasonable opportunity to review and comment thereon); provided, however, that in no event shall the Company file the preliminary Proxy Statement with the SEC any later than twenty (20) days following the date of this Agreement, Agreement (unless the Buyers shall have failed to cooperate with the preparation thereof as contemplated by this Section 4(b)). The Company shall file with cause the SEC, a proxy statement with respect Proxy Statement to be mailed to the Special Meeting Company's stockholders as promptly as practicable, but in any event no later than five (5) Business Days after responding to all such comments to the "Proxy Statement"), respond to comments satisfaction of the staff of the SEC, clear . The Company shall notify the Buyers promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyers with copies of all correspondence between the staff Company or any of its representatives, on the SEC one hand, and promptly thereafter mail the SEC, on the other hand, with respect to the Proxy Statement or any Approval Matter. The Company will cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all material respects with the requirements applicable provisions of the Exchange 1934 Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) ). The Buyers shall cooperate with the Company in the preparation of the Proxy Statement, and each party without limiting the generality of the foregoing, the Company and the Buyers shall promptly furnish to the other such information relating to it and its affiliates and the transactions contemplated by this Agreement Approval Matters and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement party and shall include promptly notify the recommendation other party of the Board any change in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleadinginformation. If at any time prior to the Effective Time Special Meeting there shall occur any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform the Company prepare and Mergerco thereof and take appropriate action in respect thereof. (c) No mail to its stockholders such an amendment or supplement; provided, however, that no such amendment or supplement to the Proxy Statement shall will be made by Mergerco or the Company without prior providing the Buyers the reasonable opportunity to review and comment thereon and without the approval of the other partyBuyers, which approval shall not be unreasonably withheld. The Company and its counsel shall use reasonable efforts to permit the Buyers and its counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Approval Matters; provided, however, that in the event that such participation by the Buyers does not take place, the Company shall promptly advise Mergerco inform the Buyers of any request by the SEC for amendment content of all such communications and the participants involved therein that specifically relate to the Proxy Statement, this Agreement or the Approval Matters. The Company agrees to include in the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationrecommendation of the Company's Board of Directors.

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, and, as soon as practicable promptly after the date of this Agreement (but in any event no later than 10 business days following the date of this Agreement, the Company shall ) prepare and file with the SEC, SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Special Meeting (Proxy Statement and of any request by the "SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement"), respond . The Company shall use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments of the staff of the SEC, clear received on the Proxy Statement with from the staff of the SEC and promptly thereafter mail SEC. The Company shall cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder applicable to thereunder, and shall ensure that the Proxy Statement and includes: (i) the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation opinion of the Board financial advisor referred to in favor Section 6.1(c)(ii); (ii) a fair summary of the Mergerfinancial analysis conducted by such financial advisor in accordance with applicable Law; and (iii) disclosure of the compensation, except as otherwise provided herein. The Company shall use all reasonable effortsif any, and Mergerco will cooperate with the Companypaid to such financial advisor by Parent, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco any of their respective Affiliates, during the three year period prior to the date of this Agreement. Parent and the Company each agree that none of the information supplied by it for use inclusion in the Proxy Statement shall notwill, as at the date of (i) mailing to stockholders of the Company or at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementMeeting, 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 therein, in light of the circumstances under which they were made, not misleading. If at The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and any time amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto) and any other documents related to the Stockholders Meeting prior to filing such documents with the Effective Time SEC or other applicable Governmental Authority and mailing such documents to the Company’s stockholders. The Company shall consider in good faith all comments reasonably proposed by Parent or its legal counsel on the Proxy Statement (or any amendments or supplements thereto) and such other documents related to the Stockholders Meeting. If any event or circumstance relating to any party heretoof the Acquired Companies occurs, or its respective officers or directorsif the Company becomes aware of any information, should be discovered by such party that should be set forth disclosed in an amendment or a supplement to the Proxy Statement, such party then the Company shall promptly inform the Company and Mergerco Parent thereof and take appropriate action in respect thereof. (c) No shall promptly file such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval stockholders of the other partyCompany. The Company shall promptly advise Mergerco of any request by Company, commencing upon the submission to the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by in accordance with the SEC first sentence of this Section 7.3, shall on a weekly basis run a broker search for additional informationa deemed record date of 20 business days after the date of such search.

Proxy Statement. (a) Mergerco As promptly as practicable after the execution of this Agreement, the Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement. The Company shall cooperate and prepare, and, respond to any comments or requests for additional information from the SEC or its staff as soon as practicable after the date receipt of this Agreementany such comments or requests, the Company and shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail cause the Proxy Statement to all holders be mailed to its shareholders at the earliest practicable time after the resolution of record any such comments (in no event later than three Business Days after the earlier of Company Common Stockreceipt of SEC clearance or an indication from the SEC staff that no review of the Proxy Statement will be made). The Company shall comply in all respects with notify the requirements Buyer promptly upon the receipt of the Exchange Act and the rules and regulations of any comments from the SEC thereunder applicable or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the solicitation Buyer with copies of proxies for all correspondence between the Special Meeting (including Company or any requirement of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to amend or supplement the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company shall provide the Buyer with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and all related correspondence and filings. (b) and each party shall furnish Subject to Section 6.1, the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation Company Board Recommendation and a copy of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoOpinion. (bc) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretoshall occur, or its respective officers fact or directorsinformation shall be discovered, should be discovered by such party that should be set forth in an amendment of or a supplement to the Proxy Statement, such party the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence, and the Company shall, in accordance with the procedures set forth in this Section 6.2, prepare and Mergerco thereof and take appropriate action in respect thereof. (c) No file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the extent required by applicable Law, cause such amendment or supplement to be distributed to the Proxy Statement shall be made by Mergerco or the Company without prior approval shareholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and In connection with the Company shall cooperate and prepareStockholders’ Meeting, andif any, as soon as practicable after following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders in connection with the Merger and the Company Stockholders’ Meeting. The Company, Parent and Merger Sub, as the case may be, shall furnish all information concerning the Company, Parent and Merger Sub as the other party or parties hereto, as the case may be, may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Law, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with shall be made by the staff of the SEC Company without providing Parent a reasonable opportunity to review and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stockcomment thereon. The Company shall comply in all respects with the requirements advise Parent, promptly after it receives notice thereof, of the Exchange Act and the rules and regulations of any request by the SEC thereunder applicable or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event party which discovers such information shall promptly notify the other party or circumstance relating to any party parties hereto, or its respective officers or directorsas the case may be, should be discovered by such party that should be set forth in and an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement describing such information shall be made promptly prepared and filed with the SEC and, to the extent required by Mergerco or applicable law, disseminated to the Company without prior approval stockholders of the other partyCompany. The Company shall promptly advise Mergerco of any request by the SEC for amendment of cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of Nasdaq. For purposes of this Agreement, the letter to stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or comments thereon the information statement, as the case may be, to be distributed to stockholders in connection with the Merger (including any amendments or supplements) and responses thereto or requests by any schedules required to be filed with the SEC for additional informationin connection therewith are collectively referred to as the “Proxy Statement.” (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, subject to the terms of Section 7.2(b) hereof, the Company shall include in the Proxy Statement the Company Board Recommendation (other than with respect to the Offer).

Proxy Statement. (a) Mergerco Subject to the terms and the Company shall cooperate and prepare, andconditions of this Agreement, as soon promptly as reasonably practicable after the date hereof, the Company shall prepare and file with the SEC a proxy statement to be sent to the holders of shares of Company Common Stock in connection with the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company, after consultation with Parent, will use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent and Merger Sub shall furnish all information as the Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all the holders of record shares of Company Common Stock. The Company shall comply in all respects with Subject to and without limiting the requirements rights of the Exchange Act and Company Board pursuant to Section 6.4.2, the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinCompany Recommendation. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall notadvise Parent, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statementpromptly as reasonably practicable, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretoafter it receives notice thereof, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information, event or circumstance relating to any Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by any Party hereto which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement does not contain any untrue statement of material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party discovering such information, event or circumstance shall promptly inform the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if required, disseminated to the holders of shares of Company Common Stock.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Seller shall prepare the Proxy Statement relating to the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the stockholders of the Seller. Each of the Seller, the Company and the Merger Sub shall file with furnish all information concerning itself and its Affiliates, officers and directors that is required to be included in the SEC, a proxy statement Proxy Statement. The Seller shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with or the staff of other filings, and the SEC and promptly thereafter mail Seller shall use its reasonable best efforts to cause the definitive Proxy Statement to all holders be mailed to the Seller’s stockholders as promptly as reasonably practicable after the execution of record of Company Common Stockthis Agreement. The Seller shall promptly notify the Company shall comply in all respects with the requirements upon receipt of the Exchange Act and the rules and regulations of any comments from the SEC thereunder applicable or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or the other filings and shall provide the Company with copies of all correspondence between it and its representatives, on the one hand, and the solicitation SEC and its staff, on the other hand, relating to the Proxy Statement or the other filings. If at any time prior to the Seller Stockholders’ Meeting, any information relating to the Seller, the Company, the Merger Sub or any of proxies for their respective Affiliates, officers or directors, should be discovered by the Special Meeting (including any requirement to amend Seller, the Company or the Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other party, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be, to the extent required by applicable Law, disseminated to the stockholders of the Seller. Notwithstanding anything to the contrary stated above, prior to mailing the Proxy Statement (or any amendment or supplement thereto) to the stockholders of the Seller or responding to any comments of the SEC with respect thereto, the Seller shall be made by Mergerco or provide the Company without prior approval of the other party. The Company an opportunity to review and comment on such document or response and shall promptly advise Mergerco of any request include in such document or response all comments reasonably proposed by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and If approval of the Company shall cooperate and prepare, andStockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable after following the date later of this Agreementthe Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, the Company shall prepare and file with the SEC, SEC a proxy statement with respect statement, letter to the Special Meeting (the "Proxy Statement")stockholders, respond to comments notice of the staff meeting and form of the SEC, clear proxy accompanying the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable that will be provided to the Proxy Statement and Company Stockholders in connection with the solicitation of proxies for use at the Special Meeting Company Stockholders’ Meeting, and any schedules required to be filed with the SEC in connection therewith (including any requirement to amend collectively, as amended or supplement supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement) and each party . Subject to all applicable Laws, the Company shall furnish use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the other such information relating to it and Company Stockholders as promptly as practicable after the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by SEC clears the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinStatement. The Company shall use all reasonable effortscause the Proxy Statement, and Mergerco will cooperate when filed with the CompanySEC, to have comply as to form in all necessary state securities law or "Blue Sky" permits or approvals required to carry out material respects with the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each applicable requirements of the Company and Mergerco for use in Exchange Act. At the time the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) thereto is first mailed to the Company Stockholders or (ii) and at the time of the Special Meeting contemplated by such Company Stockholders’ Meeting, the Company will cause the Proxy Statement, Statement not to 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 therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by the Company with respect to information supplied by Parent or Merger Sub or any of their respective officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Effective Time Company Stockholders’ Meeting, any event or circumstance information relating to any party heretothe Company or Parent, or its any of their respective directors, officers or directorsAffiliates, should be discovered by such party that the Company or Parent which should be set forth in an amendment or a supplement to the Proxy StatementStatement 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 party information shall promptly inform notify the Company other party or parties hereto, as the case may be, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement describing such information shall be made promptly prepared and filed with the SEC and, to the extent required by Mergerco or applicable Law, disseminated to the Company without prior approval of the other partyStockholders. The Company shall promptly advise Mergerco of any request by the SEC for amendment of cause the Proxy Statement or comments thereon to comply as to form and responses thereto or requests by substance in all material respects with the SEC for additional informationapplicable requirements of the Exchange Act and the NYSE.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after Prior to the date of this Agreementhereof, the Company shall file has prepared and filed with the SEC, SEC a definitive proxy statement with respect on Schedule 14A for a special meeting of its stockholders (as amended or supplemented, the “Proxy Statement”), which Proxy Statement includes a solicitation relating to the Special Meeting (the "Proxy Statement")approval, respond to comments for purposes of Rule 5635(a) of the staff of the SECNASDAQ Stock Market Rules, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time issuance by the Company of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed shares of LMG Series C Stock to the Stockholders or Selling Shareholders and/or to the Equity Investors (including the issuance to the Purchaser of shares of LMG Series C Stock as contemplated hereby), as contemplated by the Second Purchase Agreement, (ii) the time potential issuance by the Company of shares of LMG Series C Stock in accordance with the terms of the Special Meeting contemplated Exchangeable Securities (together with the issuance of the shares described in clause (i), the “Transaction Consideration Issuance”) and (iii) a proposal relating to the name change of the Media Group to the “Formula One Group” (the “Name Change Proposal”). If at any time prior to the Closing Date, any information should be discovered by such any party hereto that should be set forth in an amendment or supplement to the Proxy Statement, contain Statement so that the Proxy Statement would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other party hereto and, to the Effective Time any event or circumstance relating to any party heretoextent required by applicable Law, or its respective officers or directors, should be discovered by such party that should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed by the Company with the SEC and, to the Proxy Statementextent required by applicable Law, such party shall promptly inform disseminated by the Company to the stockholders of the Company. At the request of the Company, the Purchaser will, and Mergerco thereof will cause its Affiliates to, promptly furnish to the Company such information regarding the Purchaser and take appropriate action its Affiliates as shall be required to be included in respect thereof. (c) No such amendment or supplement to the Proxy Statement shall be made by Mergerco or pursuant to the Company without prior approval Exchange Act in the reasonable judgment of counsel to the other party. Company. (b) The Company shall promptly advise Mergerco of any request by the SEC for amendment of mail the Proxy Statement or comments thereon and responses thereto or requests by to the SEC for additional informationCompany’s stockholders at the earliest practicable date.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC, a proxy statement SEC the Proxy Statement. Acquiror will promptly provide the Company with any information with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be Acquiror which is reasonably requested by the other party. The Company for inclusion in the Proxy Statement shall include the recommendation of the Board Statement, or in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable effortsany amendments or supplements thereto, and Mergerco will cause the counsel and auditors of Acquiror to cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out ’s counsel and auditors in the transactions contemplated by this Agreement preparation and will pay all expenses incident thereto. (b) The information provided by each filing of the Company and Mergerco for use in Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without Acquiror’s prior written consent (which shall notnot be unreasonably withheld or delayed) and without providing Acquiror the reasonable opportunity to review and comment thereon. The Company will promptly advise Acquiror, as of (i) the time when the definitive form of the Proxy Statement (has been filed with the SEC or any supplement or amendment thereof or supplement thereto) is first mailed to has been filed, the Stockholders or (ii) the time issuance of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretostop order, or its respective officers any oral or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to any comments of the SEC and will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable. If at any time prior to the Effective Time any event or information (including any Change of Recommendation) relating to the Company, or any of its Affiliates, executive officers or directors, should be discovered by Acquiror or the Company which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders the Company.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, Seller will as soon promptly as practicable after following the date execution of this Agreement, the Company shall Agreement prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and promptly thereafter mail to cause the Proxy Statement to be mailed to Seller's Shareholders at the earliest possible time. Seller shall provide Buyer and its counsel reasonable opportunity to review and comment on the Proxy Statement, including any amendments or supplements thereto, prior to filing with the SEC, and shall furnish all information concerning it and the holders of record its capital stock as Buyer may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Company Common Stock. The Company shall comply in all respects with the requirements Directors of Seller promptly of the Exchange Act and the rules and regulations receipt of the comments of the SEC, if any, and of any request by the SEC thereunder applicable for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the solicitation SEC or members of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to its staff, on the other such information relating hand, with respect to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) or the time purchase and sale of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleadingAssets. If (A) at any time prior to the Effective Time Shareholders' Meeting, any event or circumstance should occur relating to any party heretoSeller which should be set forth in an amendment of, or its respective officers or directorsa supplement to, the Proxy Statement, Seller will promptly inform Buyer and (B) if at any time prior to the Shareholders' Meeting, any event should be discovered by such party occur relating to Buyer that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Buyer will promptly inform Seller, and in the case of (A) or (B) Seller will, upon learning of such event, promptly prepare and file and, if required, mail such amendment or supplement to Seller's shareholders; provided, however, that prior to such filing or mailing, Seller shall consult with Buyer with respect to such amendment and shall incorporate Buyer's comments thereon to the extent reasonably acceptable to Seller. (b) Seller and its counsel will use their reasonable efforts to include Buyer and its counsel in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and As promptly as practicable following the Closing Date, the Company shall cooperate and prepare, andand provide to Purchaser 1 for review and comment, the Proxy Statement. The Company shall include any comments to the Proxy Statement as Purchaser 1 shall reasonably request to be included. Subject to such review and comment of Purchaser 1, as soon as practicable after practicable, and in any event no later than 15 days, following the date of this AgreementClosing Date, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC. The Company shall use all commercially reasonable efforts, and Mergerco will cooperate with the Company, efforts to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in cause the Proxy Statement shall not, to be mailed to the Company’s shareholders as promptly as practicable after the later of (i) ten (10) days after the time of date the Company files the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to with the Stockholders or SEC and (ii) the time of date the Special Meeting contemplated by such Company receives notice from the SEC that it has no further comments on the Proxy Statement, contain . The Company shall cooperate and provide Purchaser 1 with an opportunity to review and comment on 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, and shall include any comments to any such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement as Purchaser 1 shall reasonably request to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other partyincluded. The Company shall will advise Purchaser 1 promptly advise Mergerco after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time any information relating to the Company, or any of 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 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 an appropriate amendment or supplement.

Proxy Statement. As promptly as practicable following the date of this Agreement (a) Mergerco but in any event within 10 business days unless the parties shall otherwise agree), the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall 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 Company shall cooperate and prepare, and, use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company's stockholders as soon promptly as reasonably practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with promptly notify Parent upon the requirements receipt of the Exchange Act and the rules and regulations of any comments from the SEC thereunder applicable 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 the solicitation of proxies for Company and its Representatives, on the Special Meeting (including any requirement one hand, and the SEC and its staff, on the other hand relating to amend or supplement the Proxy Statement) and each party shall furnish . If at any time prior to the other such Company Stockholders' Meeting, any information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law Parent or "Blue Sky" permits any of their respective affiliates, officers or approvals required to carry out the transactions contemplated directors, should be discovered by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other parties, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement shall be made by Mergerco (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company without prior approval shall provide Parent an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent; PROVIDED, HOWEVER, that in the event of a Change in Board Recommendation, the other party. The Company shall promptly advise Mergerco of any request consider in good faith including in such document or response comments reasonably proposed by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationParent.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date of this AgreementAgreement (and in any event within twenty-five (25) Business Days after the date hereof, unless Parent otherwise consents to an extension, such consent not to be unreasonably withheld, conditioned or delayed), the Company shall file prepare and cause to be filed with the SEC, SEC a preliminary proxy statement with respect relating to the Special Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”). The Company agrees that, assuming Parent’s compliance with the last sentence of this Section 6.1(a), respond at the date of mailing to comments the Company Stockholders and at the time of the staff of the SECCompany Stockholders’ Meeting, clear (i) the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements applicable provisions of the Exchange Act Act, and the rules and regulations (ii) none of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested supplied by the other party. The Proxy Statement shall include the recommendation Company or any of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law its Subsidiaries for inclusion or "Blue Sky" permits or approvals required to carry out the transactions contemplated incorporation by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, will 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 therein, in light of the circumstance under which they were made, not misleading. If Parent and Merger Sub shall furnish to the Company all information reasonably requested in connection with the preparation of the Proxy Statement, and each of Parent and Merger Sub agree that, at the date of mailing to the Company Stockholders and at the time of the Company Stockholders’ Meeting, none of the information supplied by Parent or any time of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. (b) Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Proxy Statement. The Company shall promptly notify Parent and Merger Sub 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, or for other information, shall consult with Parent and Merger Sub prior to the Effective Time any event or circumstance relating responding to any party hereto, such comments or its respective officers requests or directors, should be discovered by such party that should be set forth in an filing any amendment or a supplement to the Proxy Statement, such party and shall promptly inform provide Parent and Merger Sub with copies of all correspondence between the Company and Mergerco thereof its Representatives on the one hand and take appropriate action the SEC and its staff on the other hand. The Company will use reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable after filing and cause the Proxy Statement to be mailed to the Company Stockholders as promptly as practicable following the clearance of the Proxy Statement by the SEC (or expiration of the applicable period for comments). If any party hereto becomes aware of any information that, pursuant to the Exchange Act, should be disclosed in respect thereof. (c) No an amendment or supplement to the Proxy Statement Statement, then the party that discovers such information shall be made by Mergerco or promptly inform the other parties hereto and the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by file an appropriate amendment or supplement describing such information with the SEC for and, if required by Law, disseminate such amendment of or supplement to the Company Stockholders. (c) Notwithstanding anything to the contrary stated above, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments thereon and responses thereto or requests by of the SEC for additional informationor its staff with respect thereto, the Company shall provide Parent and its Representatives a reasonable opportunity to review and comment on such Proxy Statement or response and shall discuss with Parent and include in such Proxy Statement or response, comments reasonably and promptly proposed by Parent and its Representatives.

Proxy Statement. (a) Mergerco As promptly as practicable after the execution of this Agreement, Merger Sub and the Company shall cooperate jointly prepare and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a SEC the proxy statement with respect to of the Special Meeting Company (the "Proxy Statement"), respond ) relating to comments the special meeting of the staff Company's stockholders (the "Company Stockholders Meeting") to be held to consider approval and adoption of this Agreement and the SEC, clear Merger. Substantially contemporaneously with the filing of the Proxy Statement with the staff SEC, copies of the SEC and promptly thereafter mail the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). Merger Sub or the Company, as the case may be, shall furnish all holders information concerning Merger Sub or the Company as the other party may reasonably request in connection with such actions and the preparation of record the Proxy Statement and any other filings required to be made in connection within this Agreement and the transactions contemplated hereby, including, without limitation, a Transaction Statement on Schedule 13E-3 (collectively, the"Other Filings"). As promptly as practicable the Proxy Statement will be mailed to the stockholders of Company Common Stockthe Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the SEC thereunder applicable to NASD and (iv) the Proxy Statement and the solicitation of proxies for the Special Meeting NJBC. (including any requirement to amend or supplement the Proxy Statementb) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, except as otherwise provided hereinhowever, that subject to Section 7.5(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). The In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company shall use all reasonable efforts, Financial Advisor referred to in Section 3.18. (c) No amendment or supplement to the Proxy Statement will be made without the approval of each of Merger Sub and Mergerco will cooperate with the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to have all necessary state securities law or "Blue Sky" permits or approvals the Proxy Statement is required to carry out be made by the transactions contemplated Company under applicable Laws. Each of Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by this Agreement the SEC or the NASD for amendment of the Proxy Statement and will pay all expenses incident theretothe Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (bd) The information provided supplied by each of the Company and Mergerco for use inclusion in the Proxy Statement shall not, as of at (i) the time of the Proxy Statement Materials (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or stockholders of the Company, (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Stockholders' Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fails to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any party heretoCompany Subsidiary, or its their respective officers or directors, should be discovered by such party the Company that should be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform Merger Sub. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and Mergerco thereof substance in all material respects with the applicable requirements of the NJBC, the Securities Act and take appropriate action in respect thereofthe Exchange Act. (ce) No The information supplied by Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Materials (or any amendment of or supplement to the Proxy Statement shall be made by Mergerco or Materials) are first mailed to the stockholders the Company, (ii) the time of the Company without prior approval Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of the other party. The Company shall promptly advise Mergerco of a material fact or fail to state any request by the SEC for amendment of material fact required to be stated in the Proxy Statement or comments thereon necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Merger Sub or any Merger Sub Subsidiary, or their respective officers or directors, should be discovered by Merger Sub that should be set forth in an amendment or a supplement to the Proxy Statement, Merger Sub shall promptly inform the Company. All documents that Merger Sub is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and responses thereto or requests substance in all material aspects with the applicable requirements of NJBC, the Securities Act and the Exchange Act. (f) The information supplied by the SEC any party for additional informationinclusion in another party's Other Filing will be true and correct in all material respects.

Proxy Statement. (a) Mergerco GTSI will, consistent with the timing contemplated in Section 6.01(a), prepare and file a proxy statement (the Company shall cooperate "First Proxy Statement") with the SEC relating to the First Meeting. GTSI will use its reasonable good faith efforts to respond to any comments of the SEC or its staff and prepare, and, to cause the First Proxy Statement to be mailed to GTSI's stockholders as soon promptly as practicable after responding to all such comments to the date satisfaction of this Agreementthe SEC or its staff. GTSI will provide Sellers with a copy of the preliminary First Proxy Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Sellers in connection therewith. GTSI will notify Sellers 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 First Proxy Statement or for additional information and will supply Sellers with copies of all correspondence between GTSI or any of its representatives, on the Company shall file with one hand, and the SECSEC or its staff, a proxy statement on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the First Proxy Statement with or the staff of First Meeting. Sellers will cooperate and furnish promptly all information required (including audited or unaudited financial statements for the SEC and promptly thereafter mail Division) for inclusion in the First Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time First Meeting there shall occur any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the First Proxy Statement, GTSI will promptly prepare and mail to its stockholders such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No an amendment or supplement to supplement. The information provided by either party for use in the First Proxy Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information no false or misleading. No representation, covenant or agreement is made by Mergerco or the Company without prior approval of either party with respect to information supplied by the other partyparty for inclusion in the First Proxy Statement. (b) If GTSI is obligated to hold the Second Meeting pursuant to Section 5.01(b), GTSI shall, consistent with the timing contemplated in Section 5.01(b), prepare and file a proxy statement (the "Second Proxy Statement") with the SEC relating to the Second Meeting. The Company shall promptly advise Mergerco rights and obligations of any request by GTSI and Sellers set forth in Section 5.02(a) with respect to the SEC for amendment of the First Proxy Statement or comments thereon and responses thereto or requests by shall apply equally to the SEC for additional informationSecond Proxy Statement.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, and, as soon as practicable after file with the date of SEC a preliminary Proxy Statement relating to the Merger and this Agreement, and use its reasonable best efforts (x) to obtain and furnish the Company shall file information required to be included by Applicable Law in the preliminary Proxy Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC, a proxy statement SEC with respect to the Special Meeting (the "Proxy Statement"), respond and (y) to comments of the staff of the SEC, clear cause the Proxy Statement with and any amendment or supplement thereto, to be mailed to its shareholders, provided, that the staff Company (1) will promptly notify Parent of its receipt of any comments from the SEC or its staff and promptly thereafter mail of any request by the SEC or its staff for amendments or supplements of the Proxy Statement to or for additional information; (2) will promptly provide Parent with copies of all holders correspondence between the Company or any of record of Company Common Stock. The Company shall comply in all respects with its representatives, on the requirements of the Exchange Act one hand, and the rules and regulations of SEC or its staff, on the SEC thereunder applicable other hand, with respect to the Proxy Statement or the Merger and the solicitation of proxies for the Special Meeting (including any requirement to 3) will not amend or supplement the Proxy StatementStatement without first consulting with Parent and its counsel, and (z) to obtain the necessary approvals of the Merger and each party shall furnish this Agreement by its shareholders to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested extent required by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoCalifornia Code. (b) The information provided by each of the Company shall prepare and Mergerco for use in revise the Proxy Statement shall notso that, as of (i) at the date mailed to Company shareholders and at the time of the Shareholder Meeting, the Proxy Statement will (or any amendment thereof or supplement theretox) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 that the statements made therein, in light of the circumstances under which they are made, are not misleading (except that the Company shall not be responsible under this clause (b) with respect to statements made therein not misleading. If at any time prior to the Effective Time any event based on information supplied by Parent or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth Merger Sub expressly for inclusion in an amendment or a supplement to the Proxy Statement), such party shall promptly inform and (y) comply in all material respects with the Company provisions of the Exchange Act and Mergerco thereof the rules and take appropriate action in respect thereofregulations thereunder. (c) No amendment or supplement to The Company shall include in the Proxy Statement shall be made by Mergerco (except to the extent that the or board of directors of the Company without prior would otherwise be allowed to withdraw or modify its recommendation pursuant to Section 5.4(e)) the recommendation of such Board that shareholders of the Company vote in favor of the approval of the other party. The Merger and the adoption of this Agreement. (d) Parent shall furnish to the Company shall promptly advise Mergerco of any request such information concerning itself and Merger Sub, for inclusion in the Proxy Statement, as may be requested by the SEC Company and required to be included in the Proxy Statement. Such information provided by Parent and Merger Sub in writing expressly for amendment of inclusion in the Proxy Statement will not, at the date the Proxy Statement is filed with the SEC, and mailed to Company shareholders and (including any corrections or comments thereon modifications made by Parent or Merger Sub to such information) at the time of the Shareholder Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order that the statements made therein, in light of the circumstances under which they were made, are not misleading. (e) Parent shall vote or cause to be voted all shares of Company Common Stock beneficially owned by Parent or Merger Sub, or which Parent or Merger Sub have the power to vote or direct the vote of in favor of, adoption of the Merger and responses thereto or requests by the SEC for additional informationMerger.

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, andwill, as soon expeditiously as practicable after the date execution of this Agreement, but in no event later than fifteen (15) calendar days from the Company shall date hereof in connection with its initial filing, prepare and file with the SEC, a SEC the proxy statement and any amendments or supplements thereto relating to the Stockholder Meeting to be held in connection with the Merger (the “Proxy Statement”). Parent and Merger Sub shall cooperate with the Company in the preparation and filing of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to filing. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly thereafter as practicable. The Company shall, as expeditiously as practicable after the receipt thereof, provide to Parent copies of any written comments and advise Parent of any oral comments with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with received from the staff of the SEC and promptly thereafter mail (subject to its obligation in the next sentence) to respond to such comments as expeditiously as practicable. The Company will provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing with the SEC and will provide Parent with a copy of all such filings with the SEC. The Company will use its reasonable best efforts to cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with be mailed to its stockholders at the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoearliest practicable date. (b) The Except for information relating solely to Parent and Merger Sub and that is provided by each Parent or Merger Sub, the Company covenants that the Proxy Statement will not, at the date mailed to stockholders of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementStockholder 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating with respect to any party heretothe Company, or its respective officers or directors, directors or any of its subsidiaries should occur which is required to be discovered by such party that should be set forth described in an amendment of, or a supplement to to, the Proxy Statement, such party the Company shall promptly inform so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the Company SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and Mergerco thereof the rules and take appropriate action in respect thereofregulations promulgated thereunder. (c) No amendment Each of Parent and Merger Sub covenants that none of the information supplied or supplement to be supplied by Parent or Merger Sub for inclusion in the Proxy Statement will, at the date mailed to stockholders and at the time of the Stockholder 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. If at any time prior to the Stockholder Meeting any event with respect to Parent, its officers or directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall be made by Mergerco or promptly so advise the Company without prior approval of such event in sufficient detail to allow the other party. The Company shall promptly advise Mergerco of to prepare and file any request by the SEC for such amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationsupplement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable Reasonably promptly after the date of this Agreementhereof, the Company shall prepare and file with the SEC, SEC a proxy statement on Schedule 14A for a special meeting of its stockholders (as amended or supplemented, the “Proxy Statement”). The Company shall include in the Proxy Statement a solicitation relating to the approval, for purposes of Rule 5635(a) of the NASDAQ Stock Market Rules, of the issuance of the shares of Series C Common Stock as contemplated hereby to Purchaser and other equity providers under the Other Investment Agreements (the “Stockholder Approval”). Prior to filing the Proxy Statement or any amendment or supplement thereto, the Company shall provide Purchaser with reasonable opportunity to review and comment on such proposed filing solely with respect to the Special Meeting (Stockholder Approval and any information relating to Purchaser. If at any time prior to the "Proxy Statement")Closing Date, respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply any information should be discovered by any party hereto that should be set forth in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable an amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior , the party that discovers such information shall promptly notify the other parties hereto and, to the Effective Time any event or circumstance relating to any party heretoextent required by applicable Law, or its respective officers or directors, should be discovered by such party that should be set forth in an appropriate amendment or a supplement describing such information shall be promptly filed by the Company with the SEC and, to the Proxy Statementextent required by applicable Law, such party shall promptly inform disseminated by the Company and Mergerco thereof and take appropriate action in respect thereofto the stockholders of the Company. (cb) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco notify Purchaser of the receipt of any 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 Proxy Statement or for additional information and Purchaser and its counsel shall be given a reasonable opportunity to review and comment on any such amendment or supplements, and any related communications (including any responses to any comments of the SEC) prior to filing such documents or communications with the SEC. The Company shall supply Purchaser 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, with respect to the Proxy Statement. (c) The Company shall mail the Proxy Statement to the holders of its Series A common stock, par value $0.01 per share (the “Series A Common Stock”), and Series B common stock, par value $0.01 per share (the “Series B Common Stock”), and the Series C Common Stock (together with the Series A Common Stock and the Series B Common Stock, the “Common Stock”) as promptly as practicable after the SEC’s review of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationis completed.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company Audiovox shall prepare and file with the SEC, a SEC the proxy statement with respect to be sent to the Special Meeting stockholders of Audiovox relating to the meeting of the Audiovox stockholders (the "“Audiovox Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement"”), respond to comments . The Seller shall furnish all information concerning the Seller as Audiovox may reasonably request in connection with such actions and the preparation of the staff Proxy Statement. As promptly as practicable after the execution of the SECthis Agreement, clear the Proxy Statement with the staff of the SEC and promptly thereafter Audiovox shall mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply its stockholders. (b) Except as provided in all respects with the requirements Section 5.06(c), Audiovox covenants that none of the Exchange Act and the rules and regulations of the SEC thereunder applicable Audiovox Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Proxy Statement and Purchaser, the solicitation approval or recommendation by the Audiovox Board or any committee thereof of proxies for the Special Meeting (including any requirement to amend this Agreement, or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include include, the recommendation to the stockholders of the Board Audiovox in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, approval and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out adoption of this Agreement and approval of the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof“Audiovox Recommendation”). (c) No amendment or supplement to Audiovox will advise the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall Purchaser, promptly advise Mergerco after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) Audiovox represents that the information in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Audiovox, (ii) the time of the Audiovox Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Audiovox is responsible for filing with the SEC in connection with this Agreement or the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Proxy Statement. (a) Mergerco Subject to the terms and the Company shall cooperate and prepare, andconditions of this Agreement, as soon as reasonably practicable after following the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement with respect statement, letter to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with , notice of meeting and form of proxy accompanying the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable proxy statement that will be provided to the Proxy Statement and holders of Company Common Stock in connection with the solicitation of proxies for use at the Special Meeting Company Meeting, and any schedules required to be filed with the SEC in connection therewith (including any requirement to amend collectively, as amended or supplement supplemented, the “Proxy Statement) ”). The Company and each party Parent, as the case may be, shall promptly furnish to all information concerning the Company on the one hand, or Parent and Merger Sub on the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as hand, that may be required by applicable securities Laws or reasonably requested by the other party. The Proxy Statement shall include Party hereto in connection with the recommendation preparation and filing with the SEC of the Board in favor Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Merger, except as otherwise provided herein. The Company shall use all commercially reasonable effortsefforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, and Mergerco will cooperate with any information relating to the Company, to have all necessary state securities law Parent, or "Blue Sky" permits Merger Sub, or approvals required to carry out the transactions contemplated any of their respective directors, officers or affiliates, should be discovered by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use or Parent which should be set forth in an amendment or supplement to the Proxy Statement shall not, as of (i) the time of so that the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party Party which discovers such information shall promptly notify the other Party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in and an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement describing such information shall be made promptly prepared and filed with the SEC and, to the extent required by Mergerco applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the Company without prior approval of filing thereof with the other partySEC. The Company shall promptly advise Mergerco Parent of any request by oral comments received from the SEC for amendment of or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or comments thereon and responses thereto or requests by its counsel may receive from the SEC for additional informationor its staff with respect to the Proxy Statement promptly after receipt thereof.

Proxy Statement. (a) Mergerco If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, the Company, in cooperation with the Buyer, shall, promptly following the Acceptance Date, prepare and file with the SEC the Proxy Statement. The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall cooperate and prepare, and, as soon as practicable after provide the date Buyer with a reasonable opportunity to review and comment on the draft of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock(including each amendment or supplement thereto). The Company and the Buyer shall use commercially reasonable efforts to cause all documents that the Company is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with the all applicable requirements of the Exchange Act law and the rules and regulations of promulgated thereunder. If at any time prior to the SEC thereunder applicable Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior , the party which discovers such information shall promptly notify the other parties hereto and, to the Effective Time any event or circumstance relating to any party heretoextent required by applicable Law, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to the Proxy Statement shall be made by Mergerco or the Company without prior approval stockholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, andshall, as soon promptly as practicable after the date of this Agreement (and in any event within 30 business days following the date of this Agreement), prepare and file a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the Company shall file “Proxy Statement”) with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments . The Company agrees that as of the staff date of mailing to stockholders of the SECCompany and at the time of the Stockholders Meeting, clear (i) the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the SEC thereunder applicable to the Proxy Statement and the solicitation information supplied by it or any of proxies its Subsidiaries for the Special Meeting (including any requirement to amend inclusion or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated incorporation by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, will 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 therein, in light of the circumstances under which they were made, not misleading. If at Parent and Merger Sub agree that none of the information supplied by either of them or any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth of their Affiliates for inclusion in an amendment or a supplement to the Proxy StatementStatement will 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, such party shall promptly inform in light of the Company and Mergerco thereof and take appropriate action in respect thereofcircumstances under which they were made, not misleading. (cb) No amendment or supplement The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement or from the SEC. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon and responses thereto or requests by that the SEC for additional informationCompany may commence mailing the Proxy Statement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, andSubject to Section 5.4, as soon promptly as reasonably practicable after following the date of this Agreement, Company shall (with the assistance and cooperation of Buyer as reasonably requested by Company) take all action reasonably necessary to prepare, in accordance with applicable Law and the Company Organizational Documents, as applicable, proxy materials which shall file with constitute the SECScheme Document and the proxy statement relating to the Scheme Meeting and the Company GM for the purpose of passing the Company Shareholder Resolutions (such proxy materials and proxy statement, as amended or supplemented from time to time, the “Proxy Statement”). Unless the Company Board of Directors shall have made an Adverse Recommendation Change, Company shall use its reasonable best efforts to solicit or cause to be solicited from its shareholders (including through a proxy statement with respect to the Special Meeting (the "Proxy Statement"solicitation firm), respond to comments of the staff of the SEC, clear the Proxy Statement in accordance with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act applicable Law and the rules and regulations of the SEC thereunder NYSE, proxies to secure the Company Shareholder Approval and take all other reasonable actions necessary or advisable to secure the Company Shareholder Approval. Buyer shall take any action required to be taken under any applicable to state or provincial securities Laws in connection with the Proxy Statement issuance of the New Buyer Shares in the Transaction. Buyer and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party Company shall furnish to the other such all information relating to it concerning Buyer and the transactions contemplated by this Agreement and such further and supplemental information Company, respectively, as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate connection with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement required thereto) is first mailed and any such action as aforesaid. Other than in the case of an Adverse Recommendation Change pursuant to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementSection 5.3, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party heretono filing of, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to to, the Proxy Statement shall will be made by Mergerco or the Company either Party without prior approval of providing the other partyParty a reasonable opportunity to review and comment thereon (which comments shall be considered in good faith). The Company shall Each Party will advise the other Party promptly advise Mergerco of after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other Party with copies of any written communication from the SEC or any state securities commission with respect thereto. Each of Company and Buyer shall ensure that the information provided by it for inclusion in the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Scheme Meeting and the Company GM will not include an untrue statement of a material fact or omit to state 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, and Company will ensure that the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Scheme Meeting and the Company GM will (with the assistance and cooperation of Buyer as reasonably requested by Company) comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable provisions of the Companies Law.

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, andshall, as soon promptly as practicable after the date of this AgreementAgreement (and in any event on or prior to July 24, 2014), prepare and file a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the Company shall file “Proxy Statement”) with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments . The Company agrees that as of the staff date of mailing to stockholders of the SECCompany and at the time of the Stockholders Meeting, clear (i) the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the SEC thereunder applicable to the Proxy Statement and the solicitation information supplied by it or any of proxies its Subsidiaries for the Special Meeting (including any requirement to amend inclusion or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated incorporation by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, will 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 therein, in light of the circumstances under which they were made, not misleading. If at Parent and Merger Sub agree that none of the information supplied by either of them or any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth of their Affiliates for inclusion in an amendment or a supplement to the Proxy StatementStatement will 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, such party shall promptly inform in light of the Company and Mergerco thereof and take appropriate action in respect thereofcircumstances under which they were made, not misleading. (cb) No amendment or supplement The Company shall promptly notify Parent of the receipt of all comments from the SEC with respect to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement or from the SEC. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon and responses thereto or requests by that the SEC for additional informationCompany may commence mailing the Proxy Statement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after the date execution of this Agreement, the Company and Purchaser shall promptly prepare and file a preliminary Proxy Statement with the SEC, a proxy statement SEC with respect to the Special Meeting (the "Proxy Statement")Merger, respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The which Proxy Statement shall include the recommendation of the Board Special Committee that shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby and the determination of the Special Committee that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, except as otherwise provided hereinare fair to, and in the best interests of, the shareholders of the Company. Each of the parties hereto shall notify the other parties hereto promptly of the receipt by it of any comments from the SEC or its Staff and of any request of the SEC for amendments or supplements to the Proxy Statement or for additional information and will supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its Staff or any other governmental officials, on the other hand, and will provide the other parties and their counsel with the opportunity to participate, including by way of discussions with the SEC or its Staff, in the response of such party to such comments, with respect to the Proxy Statement. Subject to the foregoing sentence, the Company shall, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof. The Company and Purchaser each shall use all its reasonable efforts, efforts to obtain and Mergerco will cooperate with furnish the Company, to have all necessary state securities law or "Blue Sky" permits or approvals information required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use be included in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time time of approval and adoption of this Agreement by the Company's shareholders there shall occur any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform the Company prepare and Mergerco thereof and take appropriate action in respect thereof. (c) No mail to its shareholders such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other partysupplement. The Company shall promptly advise Mergerco of any request by the SEC for amendment of not mail the Proxy Statement or comments thereon and responses thereto or requests or, except as required by the SEC for additional informationExchange Act or the rules and regulations promulgated thereunder, any amendment or supplement thereto, to the Company's shareholders unless the Company has first obtained the consent of Purchaser to such mailing.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, andfile with the SEC, as soon promptly as practicable after the date of this Agreement, and in any event within 20 Business Days after the date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company shall file in connection with the SEC, a proxy statement with respect to the Special Stockholders Meeting (such proxy statement, as amended or supplemented, the "“Proxy Statement"”). Parent, respond to comments Merger Sub and the Company will cooperate and consult with each other in the preparation of the staff of the SEC, clear the Proxy Statement with and any amendments or supplements thereto. Without limiting the staff generality of the SEC foregoing, each of Parent and promptly thereafter mail Merger Sub will furnish to the Proxy Statement Company the information relating to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of it and its subsidiaries as required by the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to be set forth in the Proxy Statement and (or that is customarily included in proxy statements prepared in connection with transactions of the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions type contemplated by this Agreement Agreement) and provide such further and supplemental information other assistance as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinCompany. The Company shall use its reasonable best efforts to resolve all reasonable effortsSEC comments, and Mergerco will cooperate if any, with respect to the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each Proxy Statement as promptly as practicable after receipt thereof. Each Party covenants that none of the Company and Mergerco information supplied or to be supplied by it for use inclusion or incorporation in the Proxy Statement shall notwill, as of (i) at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Proxy Statement (Stockholders Meeting or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) at the time of the Special Meeting contemplated by such Proxy Statementany amendment or supplement thereof, 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 therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. If at any time prior to the Effective Time Stockholders Meeting any event or circumstance information relating to any party heretoParent, Merger Sub or the Company, or its any of their respective Affiliates, officers or directors, should be discovered by such party that Parent, Merger Sub or the Company, which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or so that the Company without prior approval Proxy Statement would not include any misstatement of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other party. The Party and, to the extent required by applicable Law, the Company shall promptly advise Mergerco of any request by file with the SEC for and disseminate to the stockholders of the Company an appropriate amendment of or supplement describing such information. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments thereon and responses thereto or requests by of the SEC or its staff with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and consider in good faith such comments proposed by Parent for additional informationinclusion therein. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall be included in the Proxy Statement.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, andfile with the SEC, as soon promptly as practicable after the date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company shall file in connection with the SECStockholders Meeting (such proxy statement, a proxy statement as amended or supplemented, the “Proxy Statement”). Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement and any amendments or supplements thereto. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement and provide such other assistance as may be reasonably requested by the Company. The Company shall use its reasonable best efforts to resolve all SEC comments, if any, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and as promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stockas practicable after receipt thereof. The Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent or given to the stockholders of the Company and at the time of the Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC thereunder applicable with respect to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested request by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, SEC for any amendment to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleadingfor additional information. If at any time prior to the Effective Time Stockholders Meeting any event or circumstance information relating to any party heretoParent or the Company, or its any of their respective Affiliates, officers or directors, should be discovered by such party that Parent or the Company, which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or so that the Company without prior approval Proxy Statement would not include any misstatement of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other party. The Party and, to the extent required by applicable Law, the Company shall promptly advise Mergerco of any request by file with the SEC for and disseminate to the stockholders of the Company an appropriate amendment of or supplement describing such information. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto, other than in connection with a Change of Recommendation made in compliance with this Agreement), or responding to any comments thereon and responses thereto or requests by of the SEC or its staff with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and consider in good faith such comments proposed by Parent for additional informationinclusion therein.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after the date of this Agreement, the Company shall will prepare and file with the SEC, a proxy statement with respect to SEC the Special Meeting (the "Proxy Statement"), respond to comments which shall comply with all of the staff requirements of the SEC, clear Exchange Act and the Proxy Statement with Securities Act (and the staff of the SEC rules and promptly thereafter regulations thereunder) applicable thereto. The Company shall mail the Proxy Statement to all the holders of record of Company Common StockStock in advance of the Company Meeting. Except to the extent that the board of directors of the Company shall have effected a Company Change of Recommendation as permitted by this Agreement, the Proxy Statement shall include the Company Board Recommendation. Subject to a Company Change of Recommendation as permitted by this Agreement, the Company shall use reasonable best efforts to: (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law. The Company shall keep BancShares, FCB, and Merger Sub updated with respect to proxy solicitation results as requested by BancShares, FCB, or Merger Sub. Once the Company Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Meeting without the consent of BancShares (other than: (A) in order to obtain a quorum of its shareholders; or (B) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Proxy Statement for compliance with applicable legal requirements). The Company shall have responsibility for preparing and filing the Proxy Statement, provided that the Company shall afford BancShares and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Proxy Statement before it is filed with the SEC and (ii) all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments relating to the Proxy Statement before the same are filed with or submitted to the SEC. The Company, to the extent permitted by Law, shall deliver to BancShares copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Proxy Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Proxy Statement for the purpose of submitting this Agreement and the transactions contemplated hereby to the shareholders of the Company for approval. Without limiting the generality of the foregoing, each of BancShares, FCB, and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement, at the date that it (and any amendment or supplement thereto) is first published, sent or given to the shareholders of the Company, to comply as to form and substance, in all respects material respects, with the all applicable requirements of the Exchange Act and the rules and regulations thereunder. Each Party covenants and agrees that, in the event such Party becomes aware of any information furnished by it or any of its Subsidiaries that would cause any of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement statements in the Proxy Statement) and each party shall furnish to the , or any other such information relating to it and document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the CompanyAgreement, to have all necessary state securities law be false or "Blue Sky" permits misleading with respect to any material fact, or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not false or misleading. If at any time prior , such Party will promptly inform the other Parties thereof in writing and the Company shall take all necessary steps to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to correct the Proxy Statement, such party shall promptly inform the Company or other document, as applicable, including by preparing and Mergerco thereof and take appropriate action in respect thereof. (c) No mailing to shareholders an amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, As promptly as soon as reasonably practicable after the date execution of this Agreement, and not later than September 20, 2011, the Company Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement. The Company shall respond to any comments of the SEC or its staff as promptly as practicable and shall cause the Proxy Statement to be mailed to its stockholders on or prior to the third business day after the resolution of any such comments or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of the Proxy Statement, on or prior to the third business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, a proxy statement or its staff or any other government officials, on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with the all applicable requirements of the Exchange Act law and the rules and regulations of promulgated thereunder. Notwithstanding the SEC thereunder applicable foregoing, prior to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend filing or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of mailing the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed or responding to any comments of the Stockholders SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by the time Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the Special Meeting contemplated by such Proxy StatementParent, contain which approval shall not be unreasonably withheld, conditioned or delayed. Whenever any untrue statement of a material fact or omit to state any material fact event occurs which is required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party the Parent or the Company, as the case may be, shall promptly inform the Company other of such occurrence and Mergerco thereof and take appropriate action cooperate in respect thereof. (c) No filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationsupplement.

Proxy Statement. (a) Mergerco If required by applicable Law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the Company shall cooperate and prepare, and, "Special Meeting") as soon as practicable after following the date acceptance for payment and purchase of the Shares by Merger Sub pursuant to the Offer for the purpose of considering and taking action upon this Agreement, the Company shall ; (ii) prepare and file with the SECSEC a preliminary proxy or information statement relating to the Merger and this Agreement and shall (x) obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, a proxy statement after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Special Meeting preliminary proxy or information statement and cause a definitive proxy or information statement (as amended or supplemented, the "Proxy Statement"), respond ) to comments be mailed to its stockholders and (y) obtain the necessary approvals of the staff of the SEC, clear Merger and this Agreement by its stockholders; and (iii) include in the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board that stockholders of the Company vote in favor of approval of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, Merger and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by adoption of this Agreement and will pay all expenses incident theretoAgreement. (b) The Parent agrees that it will provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then owned by it, Merger Sub or any of its other Subsidiaries and affiliates in favor of approval of the Merger and the adoption of this Agreement. (c) Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by each of the Company and Mergerco it for use in the Proxy Statement as and to the extent it shall not, as of (i) have become false or misleading in any material respect and to supplement the time of information provided by it specifically for use in the Proxy Statement (or to include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statementinformation that shall have become necessary, 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 statements contained therein, in light of the statements therein circumstances in which they were made, not misleading. If at any time prior , and the Company further agrees to the Effective Time any event or circumstance relating take all steps necessary to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to cause the Proxy Statement, such party shall promptly inform as so corrected or supplemented, to be filed with the Company SEC and Mergerco thereof to be disseminated to holders of Shares, in each case as and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made extent required by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationapplicable federal securities laws.

Proxy Statement. Schedule 14D-9. (a) Mergerco and Each document filed by the Company shall cooperate and prepare, and, as soon as practicable after with the date of this Agreement, SEC or distributed or otherwise disseminated by the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement Company's shareholders in connection with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental or the Support Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation statement of the Board Company (the "Company Proxy Statement"), if any, to be filed with the SEC in favor of connection with the Merger, except and any amendments or supplements thereto, when filed, distributed or disseminated, as otherwise provided herein. The Company shall use applicable, will comply as to form in all reasonable efforts, and Mergerco will cooperate material respects with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out applicable requirements of the transactions contemplated by this Agreement and will pay all expenses incident theretoExchange Act. (bi) The information provided by each Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and Mergerco for use in at the time such shareholders vote on adoption of this Agreement and at the Effective Time, and (ii) any Company Disclosure Documents (other than the Company Proxy Statement shall notStatement), as of (i) at the time of the Proxy Statement (filing of such Company Disclosure Documents or any supplement or amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) thereto and at the time of the Special Meeting contemplated by such Proxy Statementany distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circum stances under which they were made, not misleading. If at any time prior to the Effective Time any event or circumstance relating The representations and warranties contained in this Section 4.09(b) will not apply to any party hereto, or its respective officers or directors, should financial projection that may be discovered by such party that should be set forth included in an amendment or a supplement to the Proxy Statement, such party shall promptly inform Company Disclosure Documents or Offer Documents or any statements or omissions included in the Company and Mergerco thereof and take appropriate action in respect thereofDisclosure Documents based upon information furnished to the Company by or on behalf of Parent intended for inclusion or incorporation by reference, or which may be deemed incorporated by reference, therein. (c) No amendment or supplement The information with respect to the Proxy Statement shall be made by Mergerco Company or any of its Subsidiaries that the Company without prior approval furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the other party. The Company shall promptly advise Mergerco filing thereof, at the time of any request by distribution or dissemination thereof and at the SEC for amendment time of the Proxy Statement consummation of the Offer, will not contain any untrue statement of a material fact or comments thereon and responses thereto or requests by omit to state any material fact necessary in order to make the SEC for additional informationstatements made therein, in the light of the circumstances under which they were made, not misleading.

Proxy Statement. (a) Mergerco Each of PAB and Bank agrees to cooperate in the Company shall cooperate and preparepreparation of a Proxy Statement as promptly as practicable, and, as soon as practicable but in no event later than 60 days after the date of this Agreement. Bank agrees to furnish PAB all information concerning Bank and its officers, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC directors and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information shareholders as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate connection with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoforegoing. (b) The information provided by each Each of Bank and PAB agrees, as to itself and its Subsidiaries, that none of the Company and Mergerco information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand any amendment or supplement thereto will, as at the date of (i) mailing to Bank shareholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementBank Meeting, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading with respect to any Material fact, or which will omit to state any Material fact necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. If at any time Each of Bank and PAB further agrees that if it shall become aware prior to the Effective Time Date of any event information that would cause any of the statements in the Proxy Statement to be false or circumstance relating misleading with respect to any party heretoMaterial fact, or its respective officers to omit to state any Material fact necessary to make the statements therein not false or directorsmisleading, should be discovered by such party that should be set forth in an amendment or a supplement to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment Nothing in this Section 8.2 or supplement elsewhere in this Agreement shall prohibit accurate disclosure by Bank of information that is required to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of disclosed in the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationin any other document required to be filed with Regulatory Authorities.

Proxy Statement. (a) Mergerco In connection with the Stockholders' Meeting contemplated hereby, as promptly as practicable after Offeror first purchases Shares pursuant to the Offer or if the parties proceed under Section 6.1(b) hereof, and if required by applicable law, the Company shall will promptly prepare and file, and Parent will cooperate with the Company in the preparation and preparefiling of, anda preliminary Company Proxy Statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to respond to the comments of the SEC concerning the Preliminary Proxy Statement and to cause the Company Proxy Statement to be mailed to the Company's stockholders, in each case as soon as practicable reasonably practicable. The Company shall pay the filing fees for the Preliminary Proxy Statement. Each party to this Agreement will notify the other parties promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Preliminary Proxy Statement or the Company Proxy Statement or for additional information, and will supply the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Preliminary Proxy Statement, the Company Proxy Statement or the Merger. (b) If at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Parent. If at any time prior to the Stockholders' Meeting, any event should occur relating to Parent or Sub or any of their respective Associates or Affiliates, or relating to the plans of any such persons for the Surviving Corporation after the date Effective Time of this Agreementthe Merger, or relating to the Financing, that should be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or 31 35 mailing, the Company shall file consult with the SEC, a proxy statement Parent with respect to such amendment or supplement and shall afford Parent reasonable opportunity to comment thereon. (c) Parent will furnish to the Special Meeting (Company the "Proxy Statement")information relating to Parent and Sub, respond to comments their respective Associates and Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the staff of Merger, and relating to the SECFinancing, clear which is required to be set forth in the Preliminary Proxy Statement with or the staff of the SEC and promptly thereafter mail the Company Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of under the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinthereunder. The Company shall use all reasonable efforts, its best efforts to cause to be included as an exhibit to the Preliminary Proxy Statement and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out Company Proxy Statement the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each fairness opinion of the Company and Mergerco for use Financial Advisor referred to in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofSection 4.1(s). (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco The Acquiror and the Company shall will cooperate and prepare, and, as soon as practicable after in the date preparation of this Agreement, the Company shall file with the SEC, a proxy statement with respect to and other proxy solicitation materials of the Special Meeting Company (the "Proxy Statement"), respond . The Acquiror agrees to comments of provide as promptly as reasonably practicable all necessary information for inclusion in the staff of the SEC, clear Proxy Statement. The Company agrees to file the Proxy Statement in preliminary form with the staff of the SEC and as promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stockas reasonably practicable. The Company shall comply in all respects with will advise the requirements Acquiror promptly of the Exchange Act and the rules and regulations of the SEC thereunder applicable to time when the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco has been filed, and of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company agrees to use its reasonable best efforts, after consultation with the Acquiror, to respond promptly to all such comments of and requests by the SEC. (b) Each of the Company and the Acquiror agrees, as to itself and its Subsidiaries, that none of the 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 mailing to stockholders and at the time of the Company Meeting, contain any untrue statement that, at the time and in the light of the circumstances under which such statement is made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of the Company and the Acquiror further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to inform promptly the other party thereof and to take the necessary steps to correct the Proxy Statement. (c) The Company will use its reasonable best efforts to cause the definitive Proxy Statement and all required amendments and supplements thereto to be mailed to its stockholders as promptly as practicable after the date hereof.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, The Seller agrees that as soon promptly as practicable after following the date of this Agreement, the Company Agreement it shall prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of ) with the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail . The Seller shall use commercially reasonable --------------- efforts to cause the Proxy Statement to all holders of record of Company Common Stockbe mailed to its shareholders at the earliest practicable date following such filing. The Company shall comply in all respects In connection with the requirements of foregoing, the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party Purchaser shall furnish to the other such Seller (and be responsible for) all information relating related to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals is required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use be included in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time Closing any event with respect to the Purchaser or circumstance relating with respect to any party hereto, or its respective officers or directors, should other information supplied by the Purchaser for inclusion in the Proxy Statement shall occur which is required to be discovered by such party that should be set forth described in an amendment of, or a supplement to to, the Proxy Statement, the Purchaser shall provide written notice thereof to the Seller and such party event shall promptly inform the Company be so described, and Mergerco thereof and take appropriate action in respect thereof. (c) No such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated. If, at any time prior to the Closing any event with respect to the Seller or with respect to other information supplied by the Seller for inclusion in the Proxy Statement shall occur, which is required to be described in an amendment of or supplement to, the Proxy Statement, the Seller shall provide written notice thereof to the Purchaser, and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated. No filing of, or amendment or supplement to, the Proxy Statement, to the extent such amendment or supplement affects the Purchaser, will be made by Mergerco the Seller without the Purchaser's prior consent, which shall not be unreasonably withheld, delayed or the Company without prior approval of the other partyconditioned. The Company Seller shall advise the Purchaser, promptly advise Mergerco after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) The Purchaser hereby covenants and agrees that all information it provides to the Seller in connection with the Proxy Statement shall be true, correct and complete as of the date such information is provided to the Seller.

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, andfile with the SEC, as soon promptly as reasonably practicable after the date of this Agreement, taking into account the Company shall file with need for the SECpreparation and public filing of the required financial statements, a proxy statement with respect in preliminary form relating to the Special Stockholders Meeting (as defined in Section 6.5) (such proxy statement, including any amendment or supplement thereto, the "“Proxy Statement"”). The Company agrees, respond as to comments of the staff of the SECitself and its Subsidiaries, clear that (i) the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the SEC thereunder applicable to the Proxy Statement and the solicitation information supplied by it or any of proxies its Subsidiaries for the Special Meeting (including any requirement to amend inclusion or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated incorporation by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall notwill, as at the date of (i) mailing to stockholders of the Company or at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementMeeting, 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 therein, in light of the circumstances under which they were made, not misleading. If at any time Notwithstanding anything to the contrary in this Section 6.4, prior to filing or mailing the Effective Time Proxy Statement or any event amendment or circumstance relating supplement thereto or responding to any party heretocomments of the SEC with respect thereto, the Company shall (i) provide Sponsor a reasonable opportunity to review and comment on such document or response and shall consider such comments in good faith and (ii) promptly provide Sponsor with a copy of all such filings and responses made with the SEC. The Company will use its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement reasonable best efforts to have the Proxy Statement, such party shall Statement cleared by the SEC as promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofas reasonably practicable. (cb) No amendment or supplement The Company shall promptly notify Sponsor of the receipt of all comments of the SEC with respect to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Sponsor copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Sponsor shall each use its reasonable best efforts to provide responses to the SEC as promptly as reasonably practicable with respect to all comments received on the Proxy Statement or from the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and responses thereto or requests by that the SEC for additional informationCompany may commence mailing the Proxy Statement.

Proxy Statement. (a) Mergerco and the The Company shall cooperate promptly prepare and prepare, and, file with the SEC as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company which shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinthereunder. The Company shall use all reasonable its best efforts, and Mergerco the Holder will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required the Proxy Statement cleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to carry out the transactions contemplated by this Agreement Proxy Statement to the Holder and will pay all expenses incident thereto. (b) advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The information provided by each Holder agrees that none of the Company and Mergerco information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand each amendment or supplement thereto, as at the time of (i) mailing thereof and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Meeting, will contain an untrue statement of a material fact or omit to state 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 Company will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement and any time amendment or supplement thereto prior to filing such with the Effective Time any event or circumstance relating to any party heretoSEC, or its respective officers or directors, should be discovered by and will provide the Holder with a copy of all such party that should be set forth in an amendment or a supplement to filings made with the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) SEC. No amendment or supplement to the information supplied by the Holder for inclusion in the Proxy Statement shall be made by Mergerco or without the Company without prior approval of the other party. The Company such Holder, which approval shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement not be unreasonably withheld or comments thereon and responses thereto or requests by the SEC for additional informationdelayed.

Proxy Statement. (ai) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company KCAP shall file with the SEC, a proxy statement with respect or cause to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear be filed the Proxy Statement with the staff SEC as soon as reasonably practicable following the date hereof, but in no event later than December 21, 2018; provided that KCAP’s failure to file or cause to be filed the Proxy Statement by such date shall not constitute a breach of this Section 7.1(b)(i) unless and until BCP delivers to KCAP written notice of such breach. Subject to Section 7.1(b)(ii), KCAP shall thereafter respond as promptly as practicable to any comments of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement its staff regarding the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain KCAP shall (A) advise BCP and its counsel promptly after it receives any untrue statement of a material fact oral or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any written request by the SEC or its staff for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC or its staff for additional information, (B) promptly provide BCP and its counsel with copies of any written communication and summaries of any oral communication, in each case from the SEC or its staff or any state securities commission and related to the Proxy Statement, (C) give BCP and its counsel a reasonable opportunity to participate in the responses thereto, including by considering their comments and suggested revisions in good faith, and (D) promptly coordinate the submission to the SEC or its staff or any state securities commission of any such responses. (iii) BCP shall have the right to review and approve (such approval not to be unreasonably withheld) any amendment or supplement to the Proxy Statement. In connection with the foregoing, each of BCP and KCAP shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. (iv) If, at any time prior to obtaining the KCAP Stockholder Approval, any information relating to KCAP or BCP, or any of their respective Affiliates, officers or directors, should be discovered by KCAP or BCP that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and KCAP shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required under applicable Law, disseminate such amendment or supplement to KCAP Stockholders.

Proxy Statement. (a) Mergerco As promptly as reasonably practicable, and the Company shall cooperate and preparein any event within twenty (20) Business Days, and, as soon as practicable after the date of this Agreement, the Company shall prepare and file with the SEC, SEC a preliminary proxy statement with respect relating to the Special Stockholders Meeting (together with any amendments thereof or supplements thereto, the "“Proxy Statement"”). Unless there is a Change of Recommendation in accordance with Section 5.2, respond to comments of the staff of the SEC, clear the Proxy Statement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the staff DGCL (the “Company Recommendation”). The Company agrees that at the date of mailing to stockholders of the SEC Company and promptly thereafter mail at the time of the Stockholders Meeting: (i) the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the SEC thereunder applicable to the Proxy Statement and the solicitation information supplied by it or any of proxies its Subsidiaries for the Special Meeting (including any requirement to amend inclusion or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated incorporation by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use reference in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, will 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 therein, in light of the circumstances under which they were made, not misleading. If at any time prior ; provided, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the Effective Time extent based on information supplied by or on behalf of Parent or Merger Sub or any event Affiliate of Parent or circumstance relating Merger Sub in specifically for inclusion or incorporation by reference in the Proxy Statement. Parent agrees to any party heretoprovide or cause to be provided all information with respect to itself, or its respective officers or directors, should Subsidiaries and its Representatives as may be discovered reasonably requested by such party that should be set forth the Company for inclusion in an amendment or a supplement to the Proxy Statement, such party shall promptly inform and that, at the date of mailing to stockholders of the Company and Mergerco thereof and take appropriate action at the time of the Stockholders Meeting, none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will 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; provided, that no representation or warranty is made by either Parent or Merger Sub with respect thereofto statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company specifically for inclusion or incorporation by reference in the Proxy Statement. (cb) No amendment The Company shall promptly, following its or supplement its legal counsel’s receipt thereof, inform Parent of any and all comments (written or oral) of the SEC with respect to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco and of any request by the SEC for any amendment or supplement thereto or for additional information, and the Company shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith. Each of the Company and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement or as provided in this Section 5.3(b), mailed to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. The Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon and responses thereto or requests by that the Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC for additional informationwith respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent.

Proxy Statement. (a) Mergerco As promptly as practicable after the execution of this Agreement, but in no event later than twenty (20) days after the date hereof, the Company and Buyer shall prepare and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file cause to be filed with the SEC, SEC a proxy statement (together with respect to the Special Meeting (any amendments thereof or supplements thereto, the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail . The Company will cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Each of Buyer and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with the preparation of the SEC thereunder applicable Proxy Statement. No amendment or supplement to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may will be reasonably requested made by the other party. The Proxy Statement Company without Buyer's prior consent, which shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law not be unreasonably delayed or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretowithheld. (b) The information provided Company shall notify Buyer promptly after receipt by each the Company of any comments of the Company and Mergerco SEC on, or of any request by the SEC for use in amendments or supplements to, the Proxy Statement Statement. The Company shall not, as supply Buyer with copies of (i) all correspondence between the time Company or any of its representatives and the SEC with respect to the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time Time, any event or circumstance shall occur relating to the Company or any party heretoof its Subsidiaries or any of their respective officers, directors or its respective officers or directors, Affiliates which should be discovered by such party that should be set forth described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action shall inform Buyer promptly after becoming aware of such event. Whenever the Company learns of the occurrence of any event which should be described in respect thereof. (c) No an amendment of, or supplement to, the Proxy Statement, the parties shall cooperate to promptly cause such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request prepared, filed with and cleared by the SEC for amendment of and, if required by applicable Law, disseminated to the Proxy Statement or comments thereon persons and responses thereto or requests by in the SEC for additional informationmanner required.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, andSubject to Parent’s timely performance of its obligations under Section 6.04(b), as soon promptly as reasonably practicable after following the date of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”); provided, that in no event shall the Company be required to file with the SECSEC the Proxy Statement prior to the No-Shop Period Start Date (or if applicable, a proxy statement the Cut-Off Time). Except as contemplated by Section 6.02(d) and Section 6.02(e), the Proxy Statement shall include the Company Board Recommendation with respect to the Special Meeting Merger. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (the "Proxy Statement"), respond to comments of or the staff of the SEC, clear ) or any request from the Proxy Statement with 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 (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to respond as promptly thereafter mail as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement and to all holders of record of Company Common Stockresolve such comments with the SEC. The Company shall (i) use its commercially reasonable efforts so that the Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and (ii) ensure that none of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies information supplied by it for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use inclusion in the Proxy Statement shall notwill, as at the time of (i) filing of the Proxy Statement or any amendments or supplements thereto, or at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Stockholder 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 false or misleading, and shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified the Company prior to the tenth (10th) day after the filing of the Proxy Statement that the SEC will be reviewing the Proxy Statement; provided, however, that the Company shall not be obligated to establish a meeting date and mail the definitive Proxy Statement to the Company’s stockholders prior to the date that is five (5) Business Days after the No-Shop Period Start Date (or, if applicable, the Cut-Off Time). 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 shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable Law (and the Company shall consider incorporating such comments in good faith). (b) Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and Merger Sub and their respective Affiliates as may be reasonably required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). Parent will, upon reasonable request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub or their respective Affiliates supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholder Meeting, such information shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) In accordance with the Company’s organizational documents, the Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(c) and the timing contemplated in Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date established for the Company Stockholder Meeting a Proxy Statement (such date, the “Proxy Date”). The Company shall use reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that (A) the Company Stockholder Meeting shall in no event be scheduled later than the thirty-fifth (35th) day following the first mailing of the Proxy Statement to the Company’s stockholders, in either case, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and (B) the Company may (and, solely with respect to the following clause (iii), if requested by Parent (which request shall be made on no more than two occasions and for no more than fifteen (15) days in total) shall) postpone for a reasonable period of time, recess or adjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum (provided that the length of any postponement due to the absence of a quorum shall not exceed fifteen (15) days in total), (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval (it being understood that the Company may not postpone, recess or adjourn the Company Stockholders’ Meeting more than two (2) times pursuant to either the preceding clause (ii) or this clause (iii) without Parent’s prior written consent) or (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to the Proxy Statement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws or fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and to obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is validly terminated pursuant to Section 8.01. (d) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any party heretoof the Company’s or Parent’s Subsidiaries, or its their respective officers or directors, should be is discovered by such party that the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the others. Each of Parent, Merger Sub and the Company and Mergerco thereof and take appropriate action agrees to correct any information provided by it for use in respect thereof. (c) No amendment or supplement to the Proxy Statement which shall be made by Mergerco have become false or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationmisleading.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after following the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting, and use its reasonable good faith efforts to have a Proxy Statement cleared by the SEC and mailed to the Company's shareholders. Holdings and Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. The Proxy Statement (i) shall contain (A) subject to the fiduciary duties of the Company Board, statements of the Company Board that it has (x) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the shareholders of the Company, (y) declared the Merger and this Agreement to be advisable and (z) recommended unanimously that the shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and (B) the written opinion of U.S. Bancorp Pipe▇ ▇▇▇▇▇▇▇ ▇▇▇ (ii) shall comply as to form and content in all material respects with the applicable provisions of the federal securities laws. Holdings and its counsel shall be given an opportunity to review and comment upon the Proxy Statement and any amendment or supplement thereto prior to the filing thereof with the SEC, a proxy statement with respect and the Company shall consider any such comments in good faith. The Company agrees to provide to Holdings and its counsel any comments which the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with Company or its counsel may receive from the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement promptly after receipt thereof. Holdings and Merger Sub will promptly supply to the solicitation of proxies Company in writing, for the Special Meeting (including any requirement to amend or supplement inclusion in the Proxy Statement) , all information concerning Holdings and each party shall furnish Merger Sub required by law, rule or regulation to be included in the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other partyProxy Statement. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, Holdings and Merger Sub agree to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The promptly correct any information provided by each any of the Company and Mergerco them for use in the Proxy Statement which shall nothave become false or misleading in any respect, and the Company further agrees to take all steps reasonably necessary to cause such Proxy Statement as of (i) so corrected to be filed with the time SEC and disseminated to the Company's shareholders, in each case as and to the extent required by the applicable provisions of the Proxy Statement (or federal securities laws. The Company agrees to use its reasonable best efforts, after consultation with the other parties hereto, and each of Holdings and Merger Sub agree to use its reasonable best efforts to promptly provide the Company with any amendment thereof or supplement thereto) is first mailed information necessary to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating respond promptly to any party hereto, or its respective officers or directors, should be discovered comments made by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in Commission with respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made and any preliminary version thereto or amendment thereof, filed by Mergerco or the Company without prior approval it, and each of the other party. The Company Company, Holdings and Merger Sub shall promptly advise Mergerco of any request by the SEC for amendment of use reasonable efforts to cause the Proxy Statement or comments thereon and responses thereto or requests by to be mailed to the SEC for additional informationCompany's shareholders at the earliest practicable time.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company Seller shall prepare and file with the SEC, SEC under the Exchange Act a proxy statement and form of proxy (such proxy statement together with any amendments or supplements thereto, the “Proxy Statement”) relating to the Stockholders’ Meeting and the vote of the stockholders of the Seller with respect to the Special Meeting (the "Proxy Statement"), respond to comments sale of the staff of Transferred Assets to the SEC, clear Purchaser and any other matters to be voted on at the Proxy Statement with the staff of the SEC and promptly thereafter mail Stockholders’ Meeting. The Seller will cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder. Upon the request of the SEC thereunder applicable Seller, the Purchaser shall promptly furnish to the Seller all information about itself and its business and operations as is required to be included in the Proxy Statement. Each of the Purchaser and the Seller agrees promptly to correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the solicitation of proxies for the Special Meeting (including any requirement Seller further agrees to take all steps necessary to amend or supplement the Proxy Statement) and each party shall furnish to . Each of the other such information relating to it Purchaser and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by Seller agrees that the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco it for use inclusion in the Proxy Statement shall notand each amendment or supplement thereto, as at the time of (i) mailing thereof and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementStockholders’ Meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If . (b) Subject to Section 4.5(c): (i) the Proxy Statement shall include a statement to the effect that the board of directors of the Seller unanimously recommends that the Seller’s stockholders vote to approve the sale of the Transferred Assets to the Purchaser at the Stockholders’ Meeting (the recommendation of the Seller’s board of directors that the Seller’s stockholders vote to approve the sale of the Transferred Assets to the Purchaser being referred to as the “Seller Board Recommendation”); and (ii) the Seller Board Recommendation shall not be withdrawn or modified in a manner adverse to the Purchaser, and no resolution by the board of directors of the Seller or any committee thereof to withdraw or modify the Seller Board Recommendation in a manner adverse to the Purchaser shall be adopted or proposed. (c) Notwithstanding anything to the contrary contained in Section 4.5(b), at any time prior to the Effective Time approval of the sale of the Transferred Assets to the Purchaser by the Required Stockholder Vote, the Seller Board Recommendation may be withdrawn or modified in a manner adverse to the Purchaser if: (i) a Superior Offer is made to the Seller and is not withdrawn; (ii) the Seller’s board of directors determines in good faith, after having taken into account the advice of the Seller’s outside legal counsel, that, in light of such Superior Offer, failure of the board to so withdraw or modify the Seller Board Recommendation would be inconsistent with the board’s fiduciary obligations to the Seller’s stockholders under applicable law; (iii) the Seller Board Recommendation is not withdrawn or modified in a manner adverse to the Purchaser at any event time within five business days after the Purchaser receives written notice from the Seller confirming that the Seller’s board of directors has determined that such offer is a Superior Offer and that the Seller intends to enter into a definitive agreement contemplating the consummation of such Superior Offer on the fifth business day following receipt of such notice if the Purchaser does not make adjustments in the terms and conditions of this Agreement such that the adjusted terms and conditions are at least as favorable as the Superior Offer; (iv) the Seller Board Recommendation is not withdrawn or circumstance relating modified in a manner adverse to the Purchaser if within the period referred to in clause “(iv)” of this sentence (as such period may be extended by the Seller in its discretion), the Purchaser agrees to make adjustments in the terms and conditions of this Agreement such that the adjusted terms and conditions are at least as favorable as the Superior Offer; and (v) neither the Seller nor any party hereto, of its Specified Representatives shall have breached in any material respect or its respective officers or directors, should be discovered by such party that should be taken any action inconsistent in any material respect with any of the provisions set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofSection 4.3. (cd) No amendment Subject to Section 8.1(h), the Seller’s obligation to call, give notice of and hold the Stockholders’ Meeting in accordance with Section 4.4 shall not be limited or supplement to otherwise affected by the Proxy Statement shall be made commencement, disclosure, announcement or submission of any Superior Offer or other Acquisition Proposal, or by Mergerco any withdrawal or the Company without prior approval modification of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationSeller Board Recommendation.

Proxy Statement. (ai) Mergerco and the Company shall cooperate and prepare, and, as soon as practicable Promptly after the date of this AgreementClosing Date, the Company shall prepare and file with the SEC, a SEC the proxy statement with respect to the Special Meeting (the "Proxy StatementPROXY STATEMENT"), respond ) relating to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter Shareholders Meeting. The Company shall mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with its shareholders as promptly as practicable after the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the MergerClosing Date and, except as otherwise provided herein. The Company shall use all reasonable effortsif necessary, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in after the Proxy Statement shall nothave been so mailed, as of (i) promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. The parties acknowledge and agree that no shareholder approval is required prior to the time Closing Date in connection with the sale and purchase of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Securities and the Stockholders or consummation of the transactions contemplated hereby. (ii) The Company will advise the Purchasers and the Transaction Committee, promptly after it receives notice thereof, of the time of the Special Meeting contemplated by such Proxy Statement, contain when any untrue statement of a material fact supplement or omit to state any material fact required to be stated therein amendment has been filed or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time the Company or the Purchasers, respectively, discover any information relating to the Company or the Purchasers, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement so that the document will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the party that discovers any misleading information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing the information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the Company's shareholders.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall, in consultation with Parent, prepare, and the Company shall file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement. The Company shall give Parent a proxy statement reasonable opportunity to review and comment on such documents and shall consider Parent's comments in good faith. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with respect Parent, prepare and the Company shall file any required amendments to the Special Meeting (Proxy Statement with the "SEC. The Company shall notify Parent promptly of the receipt of any 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 Proxy Statement")Statement or for additional information and shall consult with Parent regarding, respond to comments and 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, clear on the Proxy Statement other hand, with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and the solicitation Statement. Prior to filing or mailing any proposed amendment of proxies for the Special Meeting (including any requirement to amend or supplement to the Proxy Statement) , the Company shall provide Parent a reasonable opportunity to review and each party comment on such document and shall furnish consider Parent's comments in good faith. If at any time prior to the other such Company Stockholders Meeting any information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may should be reasonably requested discovered by the other party. The Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement shall include the recommendation of the Board in favor of the MergerStatement, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other parties, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information promptly shall be filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or Law, disseminated to the Company without prior approval stockholders of the other partyCompany. The Company shall promptly advise Mergerco of any request use its reasonable best efforts to have the Proxy Statement cleared by the SEC for amendment of as promptly as practicable and shall use its reasonable best efforts to cause the Proxy Statement or comments thereon and responses thereto or requests by to be mailed to the SEC for additional informationCompany Stockholders as promptly as practicable thereafter.

Proxy Statement. (a) Mergerco and After the Company shall cooperate and prepare, and, as soon as practicable after the date of this AgreementMerger Agreement is executed, the Company shall file with the SECpromptly, but in no event later than 30 days, prepare and mail at its own expense a proxy statement with respect (the “Proxy Statement”) to its shareholders; provided, that such Proxy Statement shall (i) to the Special Meeting (the "Proxy Statement")extent practicable, respond comply as to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC form and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply content in all material respects with the requirements of Schedule 14A under the Exchange Act applicable to a comparable transaction involving an issuer soliciting proxies from holders of a class of securities registered under Section 12 of the Exchange Act and the rules and regulations of the SEC thereunder applicable (ii) except with respect to the Proxy Statement and the solicitation content of proxies for the Special Meeting (including any requirement disclosure therein concerning an Acquisition Proposal, be approved in writing by Parent prior to amend or supplement the Proxy Statement) and each party shall furnish being mailed to the other Company’s shareholders, provided that such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may consent shall not be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law unreasonably withheld or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretodelayed. (b) The information provided by each of the Company and Mergerco for use in agrees that the Proxy Statement shall notand any amendment or supplement thereto shall, as at the date of (i) mailing to shareholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, not 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 statements therein, in order the light of the circumstances under which they were made, not misleading. Each of the Company and Parent agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading. If at any time prior , to promptly inform the Effective Time any event or circumstance relating other party thereof and to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement take the necessary steps to correct the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to The Company shall cause the Proxy Statement shall be made by Mergerco or the Company without prior approval to comply as to form and content in all material respects with all applicable provisions of the other party. The Company shall promptly advise Mergerco IBCA and any requirements of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationRegulatory Authority.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this Agreement, the Company shall prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail SEC. The Company shall cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with be mailed to the requirements of the Exchange Act and the rules and regulations of Stockholders as promptly as practicable after the SEC thereunder applicable confirms that it has no comments, or no further comments, with respect to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party . Merger SPV shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental Company all information as may be reasonably requested by the other party. The Proxy Statement shall include Company in connection with the recommendation preparation, filing and distribution of the Board in favor of the MergerProxy Statement. No filing of, except as otherwise provided herein. The Company shall use all reasonable effortsor amendment or supplement to, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall notwill be made by the Company without providing Merger SPV a reasonable opportunity to review and comment thereon. If, as of (i) at any time prior to the time of Effective Time, any information relating to the Proxy Statement (Company or Merger SPV, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Merger SPV which should be set forth in an amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by which discovers such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party information shall promptly inform notify the Company other party hereto and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy Statement extent required by Law, disseminated to the Stockholders. The parties shall be made by Mergerco notify each other promptly of the receipt of any comments from the SEC or the Company without prior approval staff of the other party. The Company shall promptly advise Mergerco SEC and of any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Proxy Statement or comments thereon for additional information and responses thereto shall supply each other with copies of all correspondence between it or requests by any of its Representatives, on the one hand, and the SEC for additional informationor the staff of the SEC, on the other hand, with respect to the Proxy Statement or the Merger.