Common use of Proxy Statement Clause in Contracts

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the date of this Agreement, the Company shall prepare and file 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. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement, and each of the Company and Parent shallas so corrected, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file to be filed with the SEC all Other Filings that are and disseminated to the Company Stockholders, in each case as and to the extent required to be filed by such party in connection with the Transactions contemplated herebyapplicable Laws. The Company shall consult with Parent provide Parent, Acquisition Sub and provide Parent and its their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and any amendments or supplements thereto (the Company shall give reasonable and good faith consideration to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofAcquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall cause the Proxy Statement provide in writing to comply with all applicable rules Parent, Acquisition Sub and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its their counsel with a copy or a description of any comments received by or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after such receipt, and the Company shall respond as promptly as practicable provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier comments of (i) receiving notification that the SEC or its staff is not reviewing (including a reasonable opportunity to review and comment on any such response, to which the Proxy Statement or (iiCompany shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the conclusion of any SEC or its staff review regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article X, subject to the terms of Section 6.3(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in cooperation with Parent, shall prepare and file with the SEC the Proxy Statement, and each of . Prior to filing the Company and Parent shall, Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file any other filing with the SEC all Other Filings that are required or any other Governmental Entity related to be filed the Merger and the other transactions contemplated by such party in connection with this Agreement (but not including any filing related to a Competing Transaction), the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a with reasonable opportunity to review and comment (in light of the requisite deadline for the filing) on each such filing in advance of its filing with the Proxy Statement and any amendments or supplements thereto SEC (and Parent shall use reasonable efforts to review provide comments, if any, as promptly as practicable), and comment on the Company shall consider and act in good faith with respect to the incorporation of any changes in such filings reasonably proposed by Parent. The Company shall respond to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 7.3 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided relating to the Company, Parent, Merger Sub or any of their respective Affiliates, officers or directors should be discovered by it for use the Company, Parent or Merger Sub, which is required to be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement or any other filing with any Governmental Entity, so that the Proxy Statement or such other filing 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 are made, not misleading, the party that discovers such information shall promptly notify the other parties, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following The Company, in cooperation with the Parent, shall use reasonable best efforts to, within 20 calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentspracticable. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after the earlier date the SEC staff advises that it has no further comments thereon or, if the SEC does not deliver any such comments on or before the tenth calendar day following the filing of (i) receiving notification the Proxy Statement or otherwise advise on or before such tenth calendar day that it shall provide comments, as promptly as practicable following such tenth calendar day; provided, however, that the Company shall not be required to mail the Proxy Statement prior to the expiration of any Notice Period. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If 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 all applicable requirements of law and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any event amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by the Parent. The Parent will furnish in writing to the Company in a timely manner the information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use Parent and Merger Sub required to be set forth in the Proxy Statement Statement. Whenever any event occurs which is required to have become false or misleading be set forth in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As promptly as practicable following after the date consummation of this Agreementthe Offer and if required by the Exchange Act, the Company shall prepare and file with the SEC SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement, . Parent and each Merger Sub agree to cooperate with the Company in the preparation of the Company Proxy Statement and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with other proxy solicitation materials of the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyCompany. The Company shall consult with Parent and provide Parent and its counsel with a reasonable opportunity to review and comment on the draft Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply each time before it is filed with all applicable rules and regulations of the SEC and all other applicable Laws shall give reasonable and good faith consideration to any comments from Parent and its counsel on such draft(s). The Proxy Statement shall directly contain the recommendation of the Company's Board of Directors that the Company's stockholders approve and adopt this Agreement and the Merger, unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or indirectly incorporate adversely alter or modify that recommendation or that the fairness option referred Board recommend against approval and adoption. Unless this Agreement is previously terminated in accordance with Section 7.01, the Company shall, if required, submit this Agreement to in Section 3.29 therein its stockholders at the Company Meeting, even if requested by Parentthe Board of Directors of the Company determines at any time after the date of this Agreement that it is no longer advisable, adversely alters its recommendation or recommends that the Company stockholders reject it. The Company shall promptly provide Parent and its counsel in writing with a copy or a description of any written comments received by (and orally, any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, promptly after the receipt of those comments and shall respond as promptly as practicable consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to any such those comments. The Company shall use and its commercially counsel will provide Parent and its counsel with a reasonable best efforts opportunity to have the Proxy Statement cleared by participate in all communications, if any, with the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement and its staff, including any meetings and telephone conferences relating to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of , this Agreement, the Company Entities occurs, CVR Agreement or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false matters or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment transactions contemplated hereby or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereby.

Proxy Statement. As promptly If (a) the approval of this Agreement by the Company’s shareholders is required by Law, then the Company shall, at Parent’s request, as soon as practicable following the date expiration of this Agreementthe Offer, or (b) the Publication Date does not occur on or prior to November 17, 2006, then the Company shall promptly thereafter, prepare and file with the SEC the Proxy Statement, and each Statement to be sent to the shareholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyShareholders Meeting and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. Without limiting the generality of the foregoing, Parent 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 consult with not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent and provide Parent and its counsel a reasonable opportunity to review and comment on thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement and any amendments or supplements thereto (as promptly as practicable after receipt thereof 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement in definitive form to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable after it is filedfollowing filing with the SEC. The Company shall cause Each party agrees to consult with the Proxy Statement other party prior to be mailed responding to SEC comments with respect to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the preliminary Proxy Statement. If any event relating to any Each of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in misleading. Each party shall as soon as reasonably practicable (i) notify the other parties of the receipt of any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with comments from the SEC and, if appropriate, mail such amendment or supplement with respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement and any request by the SEC for any amendment to have become false the Proxy Statement or misleading in any material respectfor additional information and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, then Parent shall promptly inform on the Company thereof one hand, and the Company shall promptly file an appropriate amendment or supplement SEC, on the other hand, with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the CompanyProxy Statement.

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in (a) In connection with the Transactions Stockholders' Meeting contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable after Offeror first purchased Shares pursuant to any such comments. The 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 filing of, a preliminary Company Proxy Statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to have respond to the comments of the SEC concerning the Preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall and to cause the Company Proxy Statement to be mailed to the Company’s stockholders 's stockholders, in each case as soon as 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 as practicable after of the earlier receipt of (i) receiving notification that 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 is not reviewing staff, on the other hand, with respect to the Preliminary Proxy Statement, the Company Proxy Statement or the Merger. (iib) If at any time prior to the conclusion of any SEC or staff review of the Proxy Statement. If Stockholders' Meeting, any event should occur relating to the Company or any of the Company Entities occursSubsidiaries which should be set forth in an amendment of, or if a supplement to, the Company becomes aware 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 informationsuch persons for the Surviving Corporation after the Effective Time of the Merger, or relating to the Financing, that causes any information provided by it for use should be set forth in the Proxy Statement to have become false an amendment of, or misleading in any material respecta supplement to, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Proxy Statement, the Company, with the SEC cooperation of Parent, will, upon learning of such event, promptly prepare, file and, if appropriaterequired, mail such amendment or supplement to the stockholders of the Company. If any event relating 's stockholders; provided that, prior to Parent such filing or Merger Sub occursmailing, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement consult with the SEC and, if appropriate, mail Parent with respect to such amendment or supplement and shall afford Parent reasonable opportunity to comment thereon. (c) Parent will furnish to the stockholders Company the information relating to Parent and Sub, their respective Associates and Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the CompanyMerger, and relating to the Financing, which is required to be set forth in the Preliminary Proxy Statement or the Company Proxy Statement under the Exchange Act and the rules and regulations of the SEC thereunder. The Company shall cause to be included as an exhibit to the Preliminary Proxy Statement and the Company Proxy Statement, the fairness opinion of the Financial Advisor referred to in Section 4.1(l).

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement but in any event no later than November 28, 2003, the Company shall prepare and file with the SEC a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). In addition, and each of the Company shall prepare and Parent shallfile with the SEC, any Other Filings as and when required or shall cause their respective Affiliates to, prepare andrequested by the SEC. The Company, after consultation with each otherParent, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate will use all reasonable comments and requests made by Parent, prior efforts to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts comments made by the SEC with respect to have the Proxy Statement cleared by and any Other Filings. Parent shall furnish all information concerning it and the SEC holders of its capital stock as promptly as the Company may reasonably practicable after it is filed. The Company shall cause request in connection with such actions and the preparation of the Proxy Statement to be mailed to the Company’s stockholders as and any Other Filings. As promptly as practicable after the earlier clearance of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (isubject to the last sentence of Section 5.6.3 hereof) receiving notification include the recommendation of the Receiver that adoption of the Merger Agreement by the Company’s stockholders is advisable and that the SEC Receiver has determined that the Merger is fair and in the best interests of the Company’s stockholders. Subject to the last sentence of Section 5.6.3 hereof, no amendment or its staff is not reviewing supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement or any Other Filings will be made by the Company without the approval of Parent (ii) the conclusion which approval shall not be unreasonably withheld or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC or staff review for amendment of the Proxy StatementStatement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any of the Company Entities occursParent Subsidiary, or if the Company becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Parent which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, Parent shall promptly inform the Company. If at any time prior to have become false the Effective Time, any event or misleading circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or any material respectOther Filing, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Parent. All documents that the Company is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If any event relating to Parent or Merger Sub occursExchange Act, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof rules and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyregulations thereunder and other applicable Laws.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare the Proxy Statement and file cause it to be filed with the SEC SEC. Prior to the filing of the Proxy Statement, and each of the Company and shall give Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in advance of filing and shall consider in good faith the comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause the Proxy Statement and any amendments amendment or supplements supplement thereto (or restatement thereof to comply with the applicable rules and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on and to have the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to cleared under the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond Exchange Act as promptly as practicable to any such commentsafter it is filed with the SEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier date of (i) receiving notification this Agreement, and shall cause each applicable amendment or supplement thereto or restatement thereof to be mailed to the Company’s stockholders as promptly as practicable after the date of the Amendment. Parent shall promptly furnish to the Company all information concerning Parent that may be required or reasonably requested in connection with the SEC or its staff is not reviewing preparation of the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment thereto or supplement to the stockholders of the Companyrestatement thereof. If any event relating to Parent or Merger Sub its Subsidiaries occurs, or if Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to, or restatement of, the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment, supplement or restatement with the SEC. The Company will notify Parent promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, amendments or supplements to, or restatements of, the Proxy Statement. The Company shall promptly file an appropriate prepare and cause to be filed with the SEC any required amendment or supplement to, or restatement of, the Proxy Statement and use its reasonable best efforts to have any such amendment, supplement or restatement cleared under the Exchange Act as promptly as practicable after it is filed with the SEC andSEC. The Company shall (a) cooperate with Parent and provide Parent (and Parent’s counsel) with a reasonable opportunity to review and comment on, if appropriateand have Parent’s Representatives meet with the Company’s Representatives to discuss, mail such any amendment or supplement to, or restatement of, the Proxy Statement prior to filing such amendment, supplement or restatement with the stockholders SEC, (ii) take into account all reasonable comments provided by Parent on such amendment, supplement or restatement, and (iii) provide Parent with a copy of all such filings made with the CompanySEC.”

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this Agreement and in any event within sixty (60) calendar days after the date of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use its commercially reasonable best efforts to have will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) for additional information and will supply Parent with copies of all correspondence between the conclusion Company or any of any its Representatives, on the one hand, and the SEC or staff review of its staff, on the other hand, with respect to the Proxy Statement. If at any event relating time prior to any receipt of the Company Entities occursRequisite Vote there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. The Parent and their counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (i) establish a record date, (ii) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to have become false or misleading the Company’s shareholders as promptly as practicable after filing with the SEC, and, in any material respectevent, then Parent shall promptly inform either (a) the third business day after the date that is ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (b) within three (3) business days of being informed by the SEC staff that it has no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement will include the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. As promptly as reasonably practicable following after the date Offer Closing, if the approval of this AgreementAgreement by the Company’s shareholders is required under applicable Law in order to effect the Merger, the Company shall prepare the Proxy Statement and file it with the SEC the Proxy StatementSEC, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party other in connection with the Transactions contemplated herebypreparation of the foregoing. The Company shall consult with Parent use reasonable best efforts to respond as promptly as practicable to and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate resolve all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to concerning the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders as promptly as reasonably practicable after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff is 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, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not reviewing file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their counsel a reasonable opportunity to review and propose comments on the Proxy Statement or such amendments (ii) and the conclusion Company shall in good faith give reasonable consideration to any such comments). The Company shall not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of any SEC or staff review the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement. If , including promptly furnishing to the Company in writing upon request any event and all information relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use as may be required to be set forth in the Proxy Statement to have become false under applicable Law. Parent agrees that such information supplied by or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders on behalf of the Company. If any event relating to Parent or Merger Sub occurs, in writing for inclusion (or if Parent becomes aware of any information, that causes any information provided incorporation by it for use reference) in the Proxy Statement shall not, on the date it is first mailed to have become false or misleading in any material respect, then Parent shall promptly inform shareholders of the Company thereof and at the Company shall promptly file an appropriate amendment time of the Shareholders Meeting or supplement filed with the SEC and(as applicable), if appropriatecontain 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, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading. The Company agrees that the Proxy Statement (i) shall not, on the date it is first mailed to shareholders of the Company and at the time of the 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, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement and supplied by or on behalf of Parent or Merger Sub for inclusion (or incorporation by reference) in the Proxy Statement and (ii) shall comply as to form in all material respects with the applicable requirements of the Exchange Act.

Proxy Statement. (a) As promptly as practicable following after the date execution and delivery of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party a proxy statement in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity matters to review and comment on be considered at the Stockholders' Meeting (the "Proxy Statement and any 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 theretoStatement"), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed "cleared" by the SEC for mailing to the Company’s stockholders of the Company as promptly as practicable and shall mail the Proxy Statement to its stockholders as promptly as practicable thereafter. Acquiror shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request in connection with such actions. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of approval and adoption of this Agreement and the Merger, unless otherwise required by applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with independent legal counsel. Acquiror shall have the earlier of (i) receiving notification that the SEC or its staff is not reviewing right to review the Proxy Statement before it is filed with the SEC. (b) The information supplied by Acquiror for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or (iiany supplement thereto) is first mailed by stockholders or at the conclusion time of the Stockholders' Meeting, contain any SEC untrue statement of a material fact or staff review 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 circumstances under which they are made, not misleading. If at any time prior to the Stockholders' Meeting any event or circumstance relating to Acquiror or any of its affiliates, or its or their respective officers or directors, should be discovered by Acquiror that should be set forth in a supplement to the Proxy Statement, Acquiror shall promptly inform the Company. (c) All information contained in the Proxy Statement (other than information provided by Acquiror for inclusion therein) shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders or at the time of the Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Stockholders' Meeting any event or circumstance relating to the Company or any of the Company Entities occursSubsidiaries, or if to its or their respective officers or directors, should be discovered by the Company becomes aware of any information, that causes any information provided by it for use should be set forth in a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Acquiror. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Exchange Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyrules and regulations thereunder.

Proxy Statement. As If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, promptly as practicable following consummation of the date of this AgreementOffer, the Company shall prepare shall, with the assistance and approval of Parent, file the Proxy Statement with the SEC under the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. The Company Parent and Purchaser, respectively, shall cause the Proxy Statement to be mailed to each promptly furnish the Company’s stockholders as promptly as practicable after , in writing, all information concerning Parent and Purchaser that may be required by applicable securities Laws or reasonably requested by the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of Company for inclusion in the Proxy Statement. If any event relating to any Each of the Company Entities occursCompany, or if the Company becomes aware of any information, that causes Parent and Purchaser agrees to correct promptly any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect. Parent, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Purchaser and the Company shall promptly file an appropriate cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC andor disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, if appropriateor sent to, mail such amendment or supplement to the stockholders SEC. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time.

Proxy Statement. (a) As promptly soon as practicable (and in any event within twenty (20) Business Days) following the date of this Agreementhereof, the Company shall prepare and file with the SEC in preliminary form the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement for use in connection with the Transactions contemplated hereby. The solicitation of proxies from the Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on Stockholders for use at the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofCompany Stockholder Meeting. The Company shall cause the Proxy Statement to comply as to form in all material respects with all the applicable requirements of the Exchange Act and the rules and regulations of the SEC 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 applicable Laws and shall directly Affiliates, should be discovered by the Company, Parent or indirectly incorporate Acquisition Sub which should be set forth in an amendment or supplement to the fairness option referred Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in Section 3.29 therein if requested by Parent. The Company the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly provide Parent notify the other, and its counsel an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with a copy the SEC and, to the extent required by applicable Law or a description of any comments received by the Company or its counsel from the SEC or its staff 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 respect to 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 respond 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 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 as practicable 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 commentswritten comments of the SEC or its staff relating to the Proxy Statement. The Company shall use its commercially reasonable best efforts to have resolve all SEC comments with respect to the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, the Company shall cause include the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of Company Board Recommendation in the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 25 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any 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 with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Parent promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel 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 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 or Statement. If at any time prior to receipt of the Company Requisite Vote there will occur any event that should be set forth in an amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes including correcting any information provided by it for use in the Proxy Statement to have that has become false or misleading in any material respect, then the Company shall will promptly inform Parent thereof prepare and shall promptly file mail to its shareholders such an appropriate amendment or supplement supplement. Parent and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC andand the Company will give due consideration to all reasonable additions, if appropriatedeletions, mail such amendment or supplement changes thereto suggested by Parent and its counsel. The Company will (a) establish a record date, (b) commence a broker search pursuant to the stockholders Section 14a-13 of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement to have become false the Company’s shareholders as promptly as practicable after (i) the first Business Day after the date that is 10 calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or misleading in any material respect, then Parent shall promptly inform indicates that it does not plan to provide comments or (ii) the Company thereof and date on which the Company shall promptly file an appropriate amendment or supplement with have been informed by the SEC and, if appropriate, mail such amendment or supplement staff that it has no further comments on the document. Subject to the stockholders terms and conditions of this Agreement, the CompanyProxy Statement will include the Company Board Recommendation.

Proxy Statement. As promptly as practicable following the date of this AgreementNo later than January 25, 2021, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Statement in connection with the Transactions contemplated herebypreliminary form. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement in preliminary and definitive form and any amendments amendment or supplements supplement thereto and any additional soliciting material in connection therewith (and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments amendment or supplements theretosupplement thereto or any additional soliciting material in connection therewith), and shall incorporate reasonably consider in good faith all reasonable comments and requests made by Parent, prior to the filing thereof. Parent shall as promptly as reasonably practicable furnish to the Company any and all information relating to the Parent and its Affiliates that is required or reasonably requested by the Company to be included in the Proxy Statement, including any information required by the Exchange Act and the rules and regulations thereunder. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws Laws. If, prior to the expiration of the ten (10)-day waiting period provided in Rule 14a-6 under the Exchange Act, the Company does not receive either comments from the SEC on the preliminary Proxy Statement or notice from the SEC that it will review the preliminary Proxy Statement, then the Company shall file the definitive Proxy Statement with the SEC and shall directly or indirectly incorporate cause the fairness option referred definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable, and in Section 3.29 therein if requested by Parentno event later than four (4) Business Days, after the expiration of such waiting period. The Company shall (i) promptly notify Parent and its legal counsel after notification from the SEC that it will review the preliminary Proxy Statement and upon receipt of any comments from the SEC with respect to the Proxy Statement or any amendment or supplement thereto or any additional soliciting material in connection therewith, (ii) promptly provide Parent and its legal counsel with a copy or a description of any comments correspondence received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, (iii) to the extent reasonably practicable, permit Parent and shall its legal counsel to participate in all communications with the SEC (including all meetings and telephone conferences with the staff of the SEC) relating to the Proxy Statement or any amendment or supplement thereto, and (iv) respond as promptly as practicable to any such commentscomments from the SEC. The If the SEC reviews the preliminary Proxy Statement, the Company shall use its commercially reasonable best efforts to have file the definitive Proxy Statement cleared by with the SEC as promptly as reasonably practicable after it is filed. The Company shall and cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable reasonably practicable, and in no event later than four (4) Business Days, after the earlier of (i) receiving notification SEC notifies the Company that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of has no further comments on the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, information that causes any information provided by it for use should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact 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, so that the Proxy Statement otherwise complies as to form with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, or otherwise so that the Proxy Statement complies with all applicable rules and regulations of the SEC and all other applicable Laws, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company’s stockholders.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Parent and Merger Sub shall provide promptly to the Company such information concerning itself as may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon 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 shall supply Parent with Parent copies of all correspondence between the Company or any of its Representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply its being filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. Whenever any event occurs which is required to be set forth in an amendment or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoStatement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly of such occurrence and, in consultation with Parent, file an appropriate amendment or supplement with the SEC and, if appropriate, or its staff and/or mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. As (a) The Company will, as promptly as practicable following possible after the date of this Agreement, the Company shall prepare and file with the SEC Commission a preliminary Proxy Statement on Schedule 14A under the Proxy Statement, and each of Exchange Act with respect to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Stockholders’ Meeting in connection with the Transactions transactions contemplated herebyby this Agreement. The Parent and the Company will provide each other with any information concerning itself, its Subsidiaries and Affiliates required in order to effectuate the preparation and filing of the preliminary Proxy Statement. The Company shall consult with Parent will cooperate and provide the Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement to the Proxy Statement prior to filing such with the Commission, will accept all reasonable additions, deletions or changes suggested in connection therewith, and will provide the Parent with a copy of all such filings made with the Commission. The Company will notify the Parent upon the receipt of any comments from the Commission or its staff in connection with the filing of, or amendments or supplements thereto to, the preliminary Proxy Statement. The Company will cooperate and provide the Parent (and its counsel) with a reasonable opportunity to review and comment on any comments of the SEC amendment or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect supplement to the Proxy Statement or any amendment or supplement theretoprior to filing such statement with the Commission, and shall respond as will provide the Parent with a copy of all such filings made with the Commission. As promptly as practicable possible after comments are received from the Commission thereon and after the furnishing by the Company and the Parent of all information required to any such comments. The be contained therein, the Company shall will file with the Commission a revised Proxy Statement and will use its commercially reasonable best efforts to have the Proxy Statement it cleared by the SEC Commission as promptly soon thereafter as reasonably practicable after it is filedpossible. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as practicable earliest possible time after it is cleared by the earlier of Commission. (ib) receiving notification The Parent and the Company will each ensure that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate each amendment or supplement thereto, at the time of mailing thereof, at the time of the Company Stockholders’ Meeting and at the Effective Time, (i) 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 not misleading and (ii) will comply as to form in all material respects with the SEC and, if appropriate, mail such amendment or supplement provisions of the Exchange Act. If at any time prior to the stockholders Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or Affiliates, or its or their respective officers or directors, should be discovered by the CompanyCompany that should be set forth in an amendment to the Proxy Statement, the Company will promptly inform the Parent thereof in writing. If at any time prior to the Effective Time, any event or circumstance relating to the Parent or Merger Sub occursany of its Subsidiaries or Affiliates, or if its respective officers or directors, should be discovered by the Parent becomes aware of any information, that causes any information provided by it for use should be set forth in an amendment to the Proxy Statement to have become false or misleading in any material respectStatement, then the Parent shall will promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyin writing.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date (but in any event within ten Business Days), the Company shall prepare prepare, and the Company shall file with the SEC SEC, the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel Acquiror a reasonable advance opportunity to review and comment on upon, and shall consider in good faith the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments views of the SEC or its staff on Acquiror with respect to, the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests no filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, the Company without Acquiror’s prior to the filing thereofwritten consent (which shall not be unreasonably withheld). The Company shall cause will promptly advise Acquiror of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or 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 Acquiror with copies of any written communication from the SEC or any state securities commission. The Company will respond in good faith to comply with all applicable rules and regulations any comments of the SEC and all other applicable Laws will provide Acquiror the opportunity to review and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of comment on any comments received response prepared by the Company or its counsel from to any comments of the SEC prior to the submission thereof. Notwithstanding the foregoing, in the event of a Change of Recommendation effected by the Company Board in accordance with Section 5.2, the Company shall not be obligated to consider in good faith or its staff with respect include any comments from Acquiror on any disclosures made by the Company in any amendment or supplement to the Proxy Statement with respect to such Change of Recommendation or any amendment or supplement thereto, and shall respond as promptly as practicable the circumstances related to any such commentsChange of Recommendation. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to the Company’s stockholders Company Stockholders as promptly soon as reasonably practicable (and in any event within two Business Days) after the earlier filing of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement with the SEC. If at any time prior to the Effective Time any event or (ii) information relating to the conclusion Company, or any of any SEC its Affiliates, officers or staff review of directors, should be discovered by, or notified to, the Company which should be set forth in an amendment or supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company shall promptly inform Parent thereof notify Acquiror and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by Applicable Law, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly as practicable following after the date execution of this AgreementAgreement Stockholder, the Company in cooperation with Buyer, shall prepare and file with the SEC a proxy statement (the “Stockholder Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required ”) to be filed by such party sent to the stockholders of Stockholder in connection with the Transactions contemplated herebymeeting of the Company’s stockholders (the “Stockholder Meeting”) to be called pursuant to Section 11 hereof for purposes of obtaining the approval by the stockholders of Stockholder required under Chapter 156B of the Massachusetts General Laws (“Massachusetts Law”) of the disposition by Stockholder of the Shares pursuant to the Merger (the “Stockholder Voting Proposal”). The Company Stockholder shall consult with Parent and provide Parent and its counsel a reasonable opportunity endeavor to review and comment on the Proxy Statement and any amendments or supplements thereto (and promptly respond to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company Stockholder shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Stockholder Proxy Statement to be mailed to the Company’s stockholders as of Stockholder at the earliest practicable time. Stockholder shall notify Buyer and the Company promptly as practicable after upon the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing 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 Stockholder Proxy Statement or (ii) for additional information and shall supply Buyer and the conclusion Company with copies of all correspondence between Stockholder or any SEC of its representatives, on the one hand, and the SEC, or its staff review of or any other government officials, on the other hand, with respect to the Stockholder Proxy Statement. If Whenever any event relating occurs which is required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Stockholder Proxy Statement, Stockholder, the Company. If any event relating to Parent Company or Merger Sub occursBuyer, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to stockholders of Stockholder, mail such amendment or supplement supplement. Stockholder will include in the Stockholder Proxy Statement the Stockholder Board Recommendation. Stockholder shall promptly make all necessary filings with respect to the stockholders Merger under the Securities Act of 1933, as amended, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. Each of the CompanyCompany and Buyer shall cooperate with the Stockholder in connection with the preparation of the Stockholder Proxy Statement and shall furnish all information relating to it and the Merger as the Stockholder may reasonably request for inclusion in the Stockholder Proxy Statement.

Proxy Statement. As promptly as practicable following the date of this Agreement, the The Company shall promptly prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is fileda preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that (a) each of the Company, Freeport and Purchaser shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction) and (b) the Company shall furnish such preliminary Proxy Statement to Freeport and Purchaser and give Freeport, Purchaser and their legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall cooperate with Freeport and Purchaser with respect to additions, deletions or changes suggested by Freeport and Purchaser in connection therewith with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). The Company shall promptly notify Freeport and Purchaser of the receipt of any comments of the SEC staff with respect to the preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Freeport and Purchaser, as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to the comments of the SEC staff. The Company shall provide Freeport, Purchaser and their legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall cooperate with Freeport and Purchaser with respect to additions, deletions or changes suggested by Freeport and Purchaser in connection therewith with respect to the provisions in such Proxy Statement (including the preliminary Proxy Statement) addressing the issuance of the Securities (and, for the avoidance of doubt, excluding provisions solely addressing the PXP Transaction). Freeport and Purchaser shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. 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 to the Company’s stockholders (including by electronic delivery if permitted) as promptly as practicable after the earlier practicable, to its stockholders of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review record, as of the Proxy Statement. If any event relating to any record date established by the Board of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Directors of the Company.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders' Meeting (as defined herein) (together with any amendments thereof or supplements thereto, the SEC the "Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby"). The Company shall consult use reasonable best efforts to cause the Proxy Statement to comply with Parent any requests of the SEC and provide Parent and its counsel to be mailed to the Company's stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment on the Proxy Statement and thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after it receives notice thereof, of any amendments or supplements thereto (and to review and comment on any comments of request by the SEC or its staff on for amendment of the Proxy Statement or any amendments comments thereon and responses thereto or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. for additional information. (b) The Company shall cause the Proxy Statement to be mailed information supplied by Merge to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, and not later than 30 calendar days after the Company date hereof, the Company, in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause the Proxy Statement to be mailed to its shareholders on or prior to the Company’s stockholders as promptly as practicable fifth business day after the earlier resolution of (i) receiving notification any such comments or, if the SEC staff informs the Company that it does not intend to review the Proxy Statement, on or prior to the fifth 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 is not reviewing 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 (ii) any of its representatives, on the conclusion of any one hand, and the SEC or its staff review of or any other government officials, on the other hand, with respect to the Proxy Statement. If 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 all applicable requirements of Law (it being understood that the Company shall not be responsible for any event relating to information furnished solely by the Parent or any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it its Affiliates for use in any such documents). Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriate, mail the Company (i) shall provide the Parent a reasonable opportunity to review and comment on such document or response and (ii) shall consider in good faith all comments reasonably proposed by the Parent. Whenever any event occurs which is required to be set forth in an amendment or supplement to the stockholders of Proxy Statement, the Parent or the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any informationas the case may be, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof other of such occurrence and the Company shall promptly file an appropriate amendment or supplement cooperate in filing with the SEC andor its staff or any other government officials, if appropriateand/or mailing to shareholders of the Company, mail such amendment or supplement to supplement. The Parent shall cooperate with the stockholders of Company and promptly provide the CompanyCompany with any information it reasonably requests so that the Company may fulfill its obligations under this Section 6.2.

Proxy Statement. As promptly as reasonably practicable following after the execution of this Agreement, and in any event not later than 30 calendar days from the date of this AgreementAgreement (unless otherwise requested by Parent), the Company Company, in consultation with Parent, shall prepare and file a preliminary Proxy Statement with the SEC. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify 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, and each shall promptly provide to Parent copies of such comments and other correspondence from the SEC or its staff. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and Parent shall, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any all subsequent forms or versions of or 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 shall incorporate all reasonable comments and requests made by Parent, prior to filing such with the filing thereofSEC. The Company shall cause take into good faith consideration all of Parent’s reasonable comments to each version of, or amendment or supplement to, the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentStatement. The Company shall promptly will provide Parent and its counsel with a copy or a description of any comments received by all such filings made with the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsSEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as will promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the definitive Proxy Statement is filed with the SEC. Subject to Section 6.5(e), the Proxy Statement shall contain the unqualified recommendation of the Company’s Board of Directors that the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review vote in favor of the Proxy Statement. If any event relating to any approval and adoption of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof this Agreement and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statementa proxy statement or information statement, and each as appropriate, of the Company and Parent shallrelating 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 shall cause their respective Affiliates to, prepare and, after consultation with each other, file combined with the SEC all Other Filings that are required to be filed by such party in connection Company's annual meeting with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior respect to the filing thereofCompany'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 all the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of NASDAQ and (iv) the SEC DGCL. Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to NASDAQ. Buyers shall furnish all information concerning Parent, Merger Sub and all other applicable Laws Buyers as the Company may reasonably request in connection with such actions and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parentpreparation of the Proxy Statement. The Company shall promptly provide Parent prepare and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to file the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared declared effective by the SEC as promptly as reasonably practicable after it is filedpracticable. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing date hereof, the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement will be mailed to the stockholders of the Company; PROVIDED, HOWEVER, that the Proxy Statement shall not be distributed, and no amendment or supplement thereto shall be made by the 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 adoption of this Agreement; PROVIDED, HOWEVER, that the Special Committee may, at any time prior to the Closing Date, to the extent permitted by Section 5.8, withdraw, modify or change any such recommendation if the Special Committee determines in good 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 will be made without the approval of Buyers and the Company, which approval shall not be unreasonably withheld or delayed. If any event relating to Parent or Merger Sub occursEach of Buyers and the Company will advise the other, or if Parent becomes aware promptly after it receives notice thereof, of the 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, that causes any . (d) The information provided supplied by it the Company for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then Parent shall promptly inform the Company amendment thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment 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) As promptly as practicable following practical after the date execution of this Agreement, Public Company, with the Company cooperation of Otic Pharma, shall prepare and file with the SEC the Proxy Statement, and each of the . Otic Pharma shall provide to Public Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC as promptly as reasonably practical all Other Filings that are information regarding Otic Pharma required to be filed by such party included in connection with the Transactions contemplated herebyProxy Statement. The Public Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on the preliminary filing(s) of the Proxy Statement or any amendments or supplements thereto), and shall incorporate all use commercially reasonable comments and requests made by Parent, prior efforts to file the filing thereof. The Company shall cause definitive version of the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The practicable, and Public Company shall cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier SEC has completed its review of the preliminary filing of the Proxy Statement (i) receiving notification that or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC will not review the Proxy Statement). Public Company shall notify Otic Pharma promptly upon the receipt of any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments to the Proxy Statement or (iiany filing pursuant to Section 6.2(b) the conclusion or for additional information and shall supply Otic Pharma with copies of any SEC all correspondence between Public Company or staff review of the Proxy Statement. If any event relating to any of its representatives, on the Company Entities occursone hand, and the SEC, or if its staff, on the Company becomes aware of any informationother hand, that causes any information provided by it for use in with respect to the Proxy Statement or any filing pursuant to have become false or misleading in any material respect, then the Section 6.2(b). Public Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC and, if appropriate, mail such under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever either Public Company or Otic Pharma shall become aware of the occurrence of any event which is required to be set forth in an amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement or any filing pursuant to have become false Section 6.2(b), Public Company or misleading in any material respectOtic Pharma, then Parent as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Public Company thereof and the Otic Pharma, such amendment or supplement. (b) Public Company shall promptly file an appropriate amendment or supplement make all necessary filings required of Public Company with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Transaction under the CompanySecurities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and file with the SEC the as soon as practicable a preliminary Proxy Statement, and each which shall comply as to form in all material respects with the requirements of the Company Exchange Act, and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required use reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the earlier satisfaction of (i) receiving notification that the SEC staff. The Company shall notify Buyer promptly of the receipt of any comments from the SEC or its staff is not reviewing and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or (ii) for additional information and will supply Buyer with copies of all correspondence between the conclusion Company or any of any its Representatives, on the one hand, and the SEC or staff 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 promptly prepare and mail to its stockholders such an amendment or 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. If any event relating to any of . (b) Buyer shall furnish the Company Entities occurs, or if the Company becomes aware of any information, that causes any with all information provided by it concerning Buyer required for use in the Proxy Statement to have become false or misleading in any material respectStatement, then and Buyer shall take such other action as the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement may reasonably request in connection with the SEC and, if appropriate, mail such amendment or supplement to the stockholders preparation of the CompanyProxy Statement, including any amendments or supplements thereto. If any event relating Buyer shall vote or cause to Parent be voted by proxy or Merger Sub occursotherwise all shares of Company Common Stock held or voting of which is controlled by, directly or if Parent becomes aware indirectly, the Buyer Parties for the approval and adoption of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof this Agreement and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. As Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, as promptly as reasonably practicable following after the date hereof, assuming timely performance by Parent and Merger Sub of their obligations under this AgreementSection 6.2, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions Merger and the other transactions contemplated hereby. The Company shall consult with , and Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Company will cooperate with each other with the preparation of the Proxy Statement and any amendments or supplements thereto (and such other filings; provided that in no event shall the Company be required to review and comment on any comments of file with the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofNo-Shop Period Start Date. The Each of Parent and Merger Sub will, as promptly as possible, furnish to the Company shall cause the Proxy Statement information relating to comply with all applicable it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and use its counsel with a copy or a description of any reasonable best efforts to resolve all SEC comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretopromptly after receipt thereof. Each of Parent, Merger Sub and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes agree to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading in any material respect, then and the Company and Parent shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement cooperate in the prompt filing with the SEC and, if appropriate, mail such amendment or supplement and dissemination to the stockholders of the Company. If Company of any event relating to Parent or Merger Sub occursnecessary amendment of, or if Parent becomes aware of any informationsupplement to, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent the extent required by applicable Law. The Company shall promptly inform notify Parent and Merger Sub of the Company thereof 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 and shall promptly provide to the Parent copies of all written correspondence with the SEC with respect to the Proxy Statement or the transactions contemplated hereby. Subject to applicable Law, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall promptly file an appropriate amendment (unless and until a Change of Recommendation has occurred or in connection with the matters described in Section 6.1) provide Parent with a reasonable opportunity to review and to propose reasonable comments on such document or response and shall consider in good faith comments reasonably proposed by Parent; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment of Parent in the event of a Change of Recommendation. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable, provided, that the Company shall not be required to mail the Proxy Statement prior to the date that is ten (10) Business Days after the later of (i) the date the SEC staff confirms that it has no further comments thereon or that it will not review the Proxy Statement and (ii) the No-Shop Period Start Date. All documents that the Company is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Merger will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act.

Proxy Statement. (a) As promptly as practicable following practicable, and in no event later than forty-five (45) Business Days after the date of this AgreementEffective Date, the Company shall prepare and file with the SEC a draft of the Proxy Statement, and each of Statement relating to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyStockholder Meeting. The Company shall consult provide the Purchaser with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on such draft, and once such draft is in a form reasonably acceptable to each of the Parties, the Company shall file the Proxy Statement and any amendments or supplements thereto (and with the SEC in preliminary form. The Proxy Statement will comply as to review and comment on any comments form in all material respects with the provisions of the SEC or its staff on Exchange Act and the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of promulgated by the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. thereunder. (b) The Company shall use its commercially reasonable best efforts to have (i) respond to any comments on the Proxy Statement cleared by or requests for additional information from the SEC as promptly soon as reasonably practicable after it is filed. The Company shall receipt of any such comments or requests, and (ii) cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders as promptly as practicable after the earlier date of this Agreement. The Company shall promptly (iA) receiving notification that notify the Purchaser upon the receipt of any such comments or requests and (B) provide the Purchaser and its Representatives with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. If at any time prior to the Company Stockholders Meeting, any information relating to the Company, the Purchaser, or any of its staff is not reviewing Affiliates or Representatives should be discovered by the Company or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the conclusion of any SEC or staff review statements therein, in light of the Proxy Statement. If any event relating to any of circumstances under which they are made, not misleading, the Company Entities occurs, or if the Company becomes aware of any information, that causes any Party which discovers such information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other parties, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by Law, mail such disseminated to the Stockholders. Notwithstanding the foregoing, prior to responding to any comments or requests of the SEC or the filing or mailing of the Proxy Statement (or any amendment or supplement thereto), the Company (x) shall provide the Purchaser and its Representatives with a reasonable opportunity to the stockholders review and comment on any drafts of the Company. If any event relating to Parent Proxy Statement and related correspondence and filings and (y) shall include in such drafts, correspondence, and filings all comments reasonably proposed by or Merger Sub occurson behalf of the Purchaser. (c) The Proxy Statement shall include the Board Recommendation unless the Board of Directors has withdrawn, modified, or if Parent becomes aware amended the Board Recommendation in accordance with Section 6.6. None of any information, that causes any the information provided supplied or to be supplied by it or on behalf of the Company for use inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to have become false the Stockholders of the Company or misleading in at the time of the Stockholders meeting, contain any untrue statement of a material fact or omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, then Parent shall promptly inform in the Company thereof light of the circumstances under which they are made, not misleading, except for the statements or omissions based on information provided by the Purchaser or its Representatives. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the Company shall promptly file an appropriate amendment or supplement with rules and regulations promulgated by the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythereunder.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel for additional information from the SEC or its staff with respect to the Proxy Statement as soon as practicable after receipt of any such comments or any amendment or supplement theretorequests, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its shareholders at the Company’s stockholders as promptly as earliest practicable time after the resolution of any such comments (in no event later than three Business Days after the earlier of (i) receiving notification receipt of SEC clearance or an indication from the SEC staff that no review of the Proxy Statement will be made). The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC other government officials, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or staff review requests or the filing or mailing of the Proxy Statement. If any event relating to any of , the Company Entities occurs, or if shall provide the Company becomes aware Buyer with a reasonable opportunity to review and comment on any drafts of any information, that causes any information provided by it for use in the Proxy Statement and all related correspondence and filings. (b) Subject to have become false or misleading in any material respectSection 6.1, then the Proxy Statement shall include the Company Board Recommendation and a copy of the Opinion. (c) If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Proxy Statement, the Buyer or the Company, as the case may be, shall promptly inform Parent thereof the other of such occurrence, and shall promptly the Company shall, in accordance with the procedures set forth in this Section 6.2, prepare and file an appropriate with the SEC such amendment or supplement with the SEC as soon thereafter as is reasonably practicable and, if appropriateto the extent required by applicable Law, mail cause such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement be distributed to the stockholders shareholders of the Company.

Proxy Statement. As promptly soon as practicable following the date and in any event no later than ten (10) days after execution of this Agreement, the Company shall prepare the preliminary Proxy Statement and file the preliminary Proxy Statement with the SEC under the Exchange Act. The Company shall use all reasonable efforts to have the preliminary Proxy Statement cleared by the SEC. Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation promptly provide the Company with each other, file with the SEC all Other Filings that are such information regarding Parent and its Subsidiaries as may be required to be filed by such party included in connection with the Transactions contemplated herebyProxy Statement or as may be reasonably required to respond to any comment of the SEC. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to the Company Stockholders and shall give Parent and its counsel a reasonable opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to Company Stockholders. Each of the Company, Parent and shall Acquiror agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond as promptly to all such comments of and requests by the SEC. As promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have after the Proxy Statement has been cleared by the SEC as promptly as reasonably practicable after it is filed. The SEC, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to the Company’s stockholders Stockholders of record, as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any record date established by the Board of Directors of the Company Entities occursCompany. Each of the Company, or if the Company becomes aware of any information, that causes Parent and Acquiror promptly shall correct any information provided (or omitted) by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respectrespect to ensure that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, then in the light of the circumstances under which they are made, not misleading, and the Company shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform be disseminated to the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC andStockholders, if appropriate, mail such amendment or supplement in each case to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As promptly soon as practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement 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 Parent shallthe transactions contemplated hereby, or 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇ and (ii) shall cause their respective Affiliates to, prepare and, after consultation with each other, file comply as to form and content in all material respects with the SEC all Other Filings that are required to be filed by such party in connection with applicable provisions of the Transactions contemplated herebyfederal securities laws. The Company shall consult with Parent and provide Parent Holdings and its counsel a reasonable shall be given an opportunity to review and comment on upon the Proxy Statement and any amendments amendment or supplements supplement 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofthereof with the SEC, and the Company shall consider any such comments in good faith. The Company shall cause the Proxy Statement agrees to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred provide to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent Holdings and its counsel with a copy or a description of any comments received by which the Company or its counsel may receive from the staff of the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof. Holdings and Merger Sub will promptly supply to the Company in writing, for inclusion in the Proxy Statement, all information concerning Holdings and Merger Sub required by law, rule or regulation to be included in the Proxy Statement. The Company, Holdings and Merger Sub agree to promptly correct any amendment information provided by any of them for use in the Proxy Statement which shall have become false or supplement theretomisleading in any respect, and shall respond the Company further agrees to take all steps reasonably necessary to cause such Proxy Statement as promptly so corrected to be filed with the SEC and disseminated to the Company's shareholders, in each case as practicable and to any such commentsthe extent required by the applicable provisions of the federal securities laws. The Company shall agrees to use its commercially 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 have promptly provide the Company with any information necessary to respond promptly to any comments made by the Commission with respect to the Proxy Statement cleared and any preliminary version thereto or amendment thereof, filed by it, and each of the SEC as promptly as reasonably practicable after it is filed. The Company Company, Holdings and Merger Sub shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as 's shareholders at the earliest practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companytime.

Proxy Statement. (a) As promptly as practicable after, but not more than five (5) business days following the date execution of this AgreementAgreement (assuming reasonable cooperation from Company and its agents), the Company Parent shall prepare and file with the SEC a preliminary proxy statement relating to the meeting of the Parent’s shareholders (the “Parent Shareholder’ Meeting”) to be held to consider, among other things, obtaining the Requisite Shareholder Approval (defined below), to be sent to such shareholders (such proxy statement, as amended or supplemented and including the Definitive Proxy Statement, being referred to herein as the “Proxy Statement”). The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) The Parent Board or any committee thereof shall not withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Parent Board or any committee thereof of this Agreement, the Merger or any other transaction contemplated hereby. (c) The Company represents that 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) is first mailed to the shareholders of the Parent, (ii) the time of the Parent Shareholder’ 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 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 the Company or its Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide inform Parent. (d) Parent and its counsel with a copy or a description of shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received by the Company or its counsel from the SEC or its staff with respect to concerning the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement. The Company Parent shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the CompanyParent’s stockholders shareholders as promptly as practicable after practicable. No filing of, or amendment or supplement to, the earlier Proxy Statement will be made by the Parent without providing the Company and its counsel the reasonable opportunity to review and comment thereon and giving due consideration to any such comments. Parent shall promptly notify the Company and Equityholder Representative of (i) receiving notification that the receipt of any comments from the SEC or its staff is not reviewing and any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply the Company and Equityholder Representative with copies of all correspondence between Parent 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. Subject to the representations and warranties of the SFC Equityholders set forth in Articles III and IV and clause (c), above, being true, correct and complete in all material respects, Parent represents that the information supplied by Parent for inclusion in the Proxy Statement (but not information prepared based on information supplied by Company) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Parent, (ii) the conclusion of any SEC or staff review time of the Proxy StatementParent Shareholder’ 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 therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Effective Time, any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event circumstance relating to Parent or Merger Sub occursSub, or if their respective officers or directors, should be discovered by Parent becomes aware of any information, that causes any information provided by it for use which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyEquityholder Representative.

Proxy Statement. As promptly as practicable following (a) If approval or action in respect of the date Merger by the stockholders of this Agreementthe Company is required by applicable law, the Company shall prepare and file with the SEC Commission the Company Proxy Statement. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier purchase of Shares by Merger Subsidiary pursuant to the Offer, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of the Merger, unless otherwise required by the applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with independent legal counsel. No modification or withdrawal of such recommendation shall relieve the Company of its obligation to submit this Agreement and the transactions contemplated hereby to its stockholders in accordance with applicable law. No amendment or supplement to the Proxy Statement will be made by Parent or the Company without the approval of the other party (i) receiving notification that which approval shall not be unreasonably withheld or delayed). Parent and the SEC or its staff is not reviewing Company each will advise the other, promptly after it receives notice thereof, of any request by the Commission for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the Commission for additional information. (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any The information provided supplied by it Parent for use inclusion in the Proxy Statement to have become false shall not, at, (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting (as defined below), and (iii) 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, in the 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 Parent or Merger Sub occursany of its Subsidiaries, or if their respective officers or directors, should be discovered by Parent becomes aware of any information, that causes any information provided by it for use which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company. All documents that the Company thereof is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall promptly file an appropriate not, at (i) the time the Proxy Statement (or any amendment thereof or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting, and (iii) 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, in the 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 the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent. All documents that Parent is responsible for filing with the Commission in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As promptly The Company will, as soon as reasonably practicable following the date of this Agreement, the Company shall and in any event within 15 Business Days, prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond as promptly as reasonably practicable to review and comment on the Proxy Statement and any 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 with respect thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules will notify Purchaser promptly (and regulations in any case no later than 24 hours) of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description receipt of any comments received by the Company or its counsel 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 Purchaser 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. The Company covenants and agrees that the information in the Proxy Statement will not, at the time that the Proxy Statement or any amendment or supplement theretothereto is filed with the SEC or is first mailed to the stockholders of the Company 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 made therein, in light of the circumstances under which they were made, not misleading. If at any time prior to receipt of the Company Stockholder Approvals there will occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, the Company will promptly prepare and shall respond as promptly as practicable mail to any its stockholders such commentsan amendment or supplement. Purchaser and its counsel will be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company will give due consideration to all reasonable additions, deletions, or changes thereto suggested by Purchaser and its counsel. The Company shall use its commercially reasonable best efforts will (a) establish a record date, (b) commence a broker search pursuant to have Section 14a-13 of the Exchange Act in connection therewith and (c) thereafter commence mailing the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification the first Business Day after the date that the SEC or its staff is not reviewing ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (ii) the conclusion of date on which the Company shall have been informed by the SEC staff that it has no further comments on the document. The Proxy Statement shall include the Company Board Recommendation and shall not contain any proposals other than (i) the Company Stockholder Proposals, (ii) the Reverse Stock Split Proposal, (iii) any proposal that either the SEC or Nasdaq (or the respective staff review members thereof) indicates is necessary in its comments to the Proxy Statement or in correspondence related thereto, (iv) each other proposal reasonably agreed to by the Company and Purchaser as necessary or appropriate in connection with the consummation of the Proxy Statement. If any event relating Transactions; and (v) a proposal for the postponement or adjournment of the Company Special Meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Company Entities occursforegoing (collectively, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“Transaction Proposals”).

Proxy Statement. (a) As promptly soon as reasonably practicable following after the date of this Agreement, the Company shall will prepare and file with the SEC the Proxy Statement, and each which shall comply with all of the Company requirements of the Exchange Act and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with Securities Act (and the Transactions contemplated herebyrules and regulations thereunder) applicable thereto. The Company shall consult mail the Proxy Statement to the holders of Company Common Stock 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 Parent respect to proxy solicitation results as requested by BancShares, FCB, or Merger Sub. Once the Company Meeting has been called and provide Parent 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 counsel legal, financial, and accounting advisors a reasonable opportunity to review and comment 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 any amendments or supplements thereto (all responses to requests for additional information and replies to review and comment on any comments of the SEC or its staff on relating to the Proxy Statement before the same are filed with or any amendments 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 supplements thereto)from Governmental Entities, and shall incorporate all reasonable comments and requests made by Parent, prior promptly relay to the filing thereof. The Company shall cause other Parties the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description substance of any comments received by the Company material oral communications with, to, or its counsel from the SEC Governmental Entities, in each case pertaining or its staff with respect relating to the Proxy Statement or any amendment documents or supplement 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 shall respond as promptly as practicable Merger Sub will furnish to any such commentsthe 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 commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed Statement, at the date that it (and any amendment or supplement thereto) is first published, sent or given to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review shareholders of the Proxy Statement. If any event relating Company, to any comply as to form and substance, in all material respects, with all applicable requirements of the Company Entities occursExchange Act and the rules and regulations thereunder. Each Party covenants and agrees that, or if in the Company event such Party becomes aware of any information, that causes any information provided furnished by it for use or any of its Subsidiaries that would cause any of the statements in the Proxy Statement Statement, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, to have become be false or misleading in with respect to any material respectfact, then or to omit to state any material fact necessary to make the statements therein not false or misleading, such Party will promptly inform the other Parties thereof in writing and the Company shall promptly inform Parent thereof take all necessary steps to correct the Proxy Statement, or other document, as applicable, including by preparing and shall promptly file mailing to shareholders an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStatement.

Proxy Statement. As promptly as reasonably practicable following 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, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity respond to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company and shall cause the Proxy Statement to be mailed to its stockholders on or prior to the Company’s stockholders as promptly as practicable third business day after the earlier resolution of (i) receiving notification that 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 is not reviewing 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 (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. If any event relating The Company shall use reasonable best efforts to any 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 all applicable requirements of law and the Company Entities occursrules and regulations promulgated thereunder. Notwithstanding the foregoing, prior to filing or if the Company becomes aware of any information, that causes any information provided by it for use in mailing the Proxy Statement to have become false (or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with thereto) or responding to any comments of the SEC andwith respect thereto, if appropriatethe 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 Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of the Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companysupplement.

Proxy Statement. (a) As promptly soon as reasonably practicable following the date of this AgreementAgreement (and in any event no later than twenty (20) business days following the date hereof), the Company shall shall, with the assistance of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation will cooperate with each other, file with other in the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (and Parent and its counsel shall be given a reasonable opportunity to review and comment on any comments of the SEC or its staff on the such Proxy Statement or and any amendments amendment or supplements thereto), which comments shall be reasonably considered in good faith by the Company. Without limiting the generality of the foregoing, each of Parent and shall incorporate all reasonable comments and requests made by Parent, prior Merger Sub will furnish to the filing thereof. The Company shall cause the Proxy Statement information relating to comply with all applicable it required by the Exchange Act and the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred promulgated thereunder to be set forth in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsStatement. The Company shall use its commercially reasonable best efforts to have resolve all SEC comments with respect to the Proxy Statement cleared by the SEC as promptly as reasonably practicable Statement, after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders consultation with Parent (and reasonable consideration in good faith of any comments of Parent and its counsel), as promptly as practicable after the earlier receipt thereof. Each of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Parent, Merger Sub and the Company Entities occurs, or if the Company becomes aware of any information, that causes agrees to correct any information provided by it for use in the Proxy Statement to which shall have become false or misleading misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments (whether written or oral) 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 and (ii) provide Parent with copies of all written correspondence between the Company and its employees and other authorized Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall promptly inform Parent of any such correspondence conducted orally. If at any time prior to the Stockholders Meeting, any event should occur which is required by applicable Law to be set forth in any material respectan amendment of, then or a supplement to, the Proxy Statement, Parent, Merger Sub and the Company shall promptly inform Parent thereof and shall promptly as practicable cooperate to prepare, file an appropriate amendment or supplement with the SEC and, if appropriate, mail to stockholders such amendment or supplement to supplement. (b) Unless there is a Change of Recommendation in accordance with Section 6.1(c), the Company shall include in the Proxy Statement that the Board of Directors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) is recommending that the stockholders of the Company. If any event relating to Parent or Merger Sub occursCompany adopt this Agreement at such meeting (such recommendation described in this clause (z), or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company“Recommendation”).

Proxy Statement. As In connection with the Stockholders’ Meeting, the Company shall (a) as promptly as reasonably practicable prepare the Proxy Statement and file the Proxy Statement with the SEC as promptly as reasonably practicable and in any event within twenty (20) business days following the date of this Agreement, the Company shall prepare in form and file with the SEC the Proxy Statement, and substance reasonably satisfactory to each of the Company and Parent shallParent, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with (b) respond as promptly as reasonably practicable to any comments received from the SEC all Other Filings that are required with respect to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with filings, (c) as promptly as reasonably practicable prepare and file (after Parent and provide Parent and its counsel Purchaser have had a reasonable opportunity to review and comment on) any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its reasonable best efforts to have the SEC confirm that it has no further comments on the Company Proxy Statement and will thereafter mail to its stockholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders any amendments supplement or supplements thereto amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Stockholders’ Meeting, and (f) otherwise use reasonable best efforts to comply with all requirements of Law applicable to the Stockholders’ Meeting and the Merger. Subject to review Section 7.5, the Proxy Statement shall reflect the Company Board Recommendation and comment on shall include a description of the other Board actions. The Company shall also include in the Proxy Statement, and represents that it has obtained all necessary consents of the Company’s financial advisors to permit the Company to include in the Proxy Statement, in its entirety, the fairness opinion described in Section 4.30, together with a summary thereof. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly notify Parent of the receipt of any comments of the SEC or its staff on with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence and summaries of all oral exchanges between the Company or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations representative of the SEC Company and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentSEC. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect opportunity to review the Proxy Statement or any amendment or supplement Statement, including all amendments and supplements thereto, prior to its being filed with the SEC, and shall respond as promptly as practicable give Parent and its counsel the opportunity to any such commentsreview all responses to requests for additional information and replies to comments (including giving due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and its counsel) prior to their being filed with, or sent to, the SEC. The Company shall Each of the Company, Parent and Purchaser agrees to use its commercially reasonable best efforts efforts, after consultation with the other parties hereto, to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filed. The Company shall and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s stockholders as promptly as holders of Company Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable after time. If, at any time prior to the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of Effective Time, any SEC or staff review of the Proxy Statement. If any event information relating to the Company, Parent or Purchaser or any of their respective affiliates should be discovered by the Company Entities occursCompany, Parent or if the Company becomes aware of any information, that causes any information provided by it for use Purchaser which should be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, Proxy Statement so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then Parent in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly inform notify the Company thereof and other parties and, to the extent required by applicable Law, the Company shall promptly file disseminate an appropriate amendment thereof or supplement with the SEC and, if appropriate, mail thereto describing such amendment or supplement information to the stockholders of the Company’s stockholders.

Proxy Statement. As promptly The Company shall, as soon as reasonably practicable following the date of execution of this Agreement, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form (provided that Parent, Merger Sub and each of the Company and Parent shall, or their counsel shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a given reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments each amendment or supplements thereto (supplement thereto, prior to its filing with the SEC), and the Company shall use its best efforts to review and comment on respond as promptly as reasonably practicable to any comments of the SEC or its staff on the Proxy Statement or with respect thereto. If at any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, time prior to the filing thereof. The approval of this Agreement and the Merger by the requisite vote of the stockholders of the Company there shall cause occur any event that should be set forth in an amendment or supplement to the Proxy Statement to comply with all applicable rules and regulations of Statement, the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent prepare and mail to its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any stockholders such an amendment or supplement thereto, and shall respond as promptly as practicable to any such commentssupplement. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier SEC. Subject to the right of the Company’s Board of Directors to withdraw or modify its recommendation pursuant to Section 6.2(b), (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or shall include the recommendation of the Board of Directors of the Company in favor of the Merger and (ii) the conclusion of if requested to do so by Parent at any SEC or staff review of the Proxy Statement. If any event relating time prior to any of the Company Entities occursStockholders Meeting and subject to compliance with applicable laws, or if there shall have been publicly announced an alternative Acquisition Proposal, the Company’s Board of Directors shall, within a reasonable period of time following such request (and prior to the Company becomes aware of any informationStockholders Meeting), publicly reaffirm such recommendation and/or shall publicly announce that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to is not recommending that the stockholders of the Company. If any event relating to Parent Company accept an alternative Acquisition Proposal, provided that such reaffirmation or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use announcement does not require significant delay in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform timing of the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders Meeting.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent, shall prepare and file the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as hereinafter defined) or the 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”) with the SEC under the Exchange Act. Parent shall provide promptly to the Company such information concerning itself as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, and each of or in any amendments or supplements thereto. As promptly as practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company and Parent shall, or shall cause their respective Affiliates in consultation with Parent, prepare and file any required amendments to, prepare andand the definitive, after consultation with each other, file Proxy Statement with the SEC all Other Filings that are required SEC. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as practicable after the definitive Proxy Statement is filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult notify Parent promptly upon 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 shall supply Parent with Parent copies of all correspondence between the Company or any of its representatives, on the one hand, and provide the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (thereto, prior to its being filed with the SEC and shall give Parent and its counsel reasonable opportunity to review all responses to requests for additional information and comment on replies to comments prior to their being filed with, or sent to, the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company shall cause all documents that it is responsible for filing with the SEC under this Section 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any comments event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent of such occurrence and, in consultation with Parent, file with the SEC or its staff on and/or mail to stockholders of the Company, such amendment or supplement. Whenever Parent becomes aware of any event regarding Parent that has occurred which is required to be set forth in an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company of such occurrence and shall provide the Company with the information necessary to enable the Company to comply with its obligations pursuant to this paragraph. (b) The Proxy Statement shall not, at the date the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement (or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it ) is filed. The Company shall cause the Proxy Statement to be first mailed to stockholders of the Company’s stockholders as promptly as practicable after , at the earlier time of the Stockholders’ Meeting and at the Effective Time, (i) receiving notification that contain any statement which, at the SEC time and in light of the circumstances under which it was made, is false or its staff is not reviewing the Proxy Statement misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the conclusion statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any SEC or staff review of proxies, if any, for the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to Stockholders’ Meeting which shall have become false or misleading misleading. The Proxy Statement shall comply in any all material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement respects as to form with the SEC and, if appropriate, mail such amendment or supplement to the stockholders requirements of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Exchange Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyrules and regulations thereunder.

Proxy Statement. As promptly soon as reasonably practicable following after the date of this Agreementhereof, the Company shall prepare and file with the SEC the Company Proxy Statement, file such proxy statement and such other reports, schedules or other information (including without limitation Schedule 13E-3 under the Exchange Act) as may be required with the SEC, respond to comments of the staff of the SEC, if any, file the definitive proxy statement as soon as practicable, and promptly thereafter mail such proxy statement to all holders of record (as of the applicable record date) of Existing Shares. The Company and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide the Company and Parent shall, any of its Affiliates with any information for inclusion in the Company Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are any other filings required to be filed made by such party the Company or any of its Affiliates with any Governmental Entity in connection with the Transactions transactions contemplated herebyby this Agreement which may be required under applicable law and which is reasonably requested by the Company or any of its Affiliates. The Company agrees that Recap shall consult with Parent and provide Parent and its counsel a be given reasonable opportunity to review and comment on the Proxy Statement proxy statement and any amendments or supplements thereto (such other materials and to review approve the proxy statement and comment on any such other materials prior to its filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the comments of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoand to approve all responses thereto (which approval will not be unreasonably withheld), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent notify Recap of the receipt of the comments of the SEC and its counsel with a copy or a description of any comments received by request from the SEC for amendments or supplements to the Company Proxy Statement or for additional information, and will promptly supply Recap with copies of all correspondence between the Company or its counsel from representatives, on the one hand, and the SEC or members of its staff staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Recap. In such case, the Company, with the cooperation of Recap, will, upon earning of such event, promptly prepare and mail such amendment or supplement; provided, that prior to such mailing, the Company shall consult with Recap with respect to such amendment or supplement and shall afford Recap reasonable opportunity to comment thereon. The Company will notify Recap at least 24 hours prior to the mailing of the Company Proxy Statement, or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a use reasonable opportunity efforts to review and comment on cause the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (and regulations promulgated by the SEC, to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall use reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of (i) receiving notification that the receipt of any oral or written comments from the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of relating to the Proxy Statement. If The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Whenever any event relating occurs that should be disclosed in an amendment or supplement to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof of such occurrence and shall promptly file an appropriate cooperate in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating The Company shall cooperate and provide Parent with a reasonable opportunity to Parent or Merger Sub occurs, or if Parent becomes aware review and comment on the draft of any information, that causes any information provided by it for use in the Proxy Statement (including each amendment or supplement thereto) and all responses to have become false requests for additional information by and replies to comments of the SEC, prior to filing such with or misleading in any material respectsending such to the SEC, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement will provide Parent with copies of all such filings made and correspondence with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC (subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld) the Proxy Statement, and each of the . The Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each otherother in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, file with the SEC all Other Filings that are required prior to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on filing or mailing the Proxy Statement and (or, in each case, any amendments amendment or supplements thereto (and supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. (b) If, at any time prior to the Effective Time, any information relating to the Company, Parent or Purchaser or any of their respective Affiliates should be discovered by the Company, Parent or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to comply with all applicable rules and regulations state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC and all circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws and Law, the Company shall directly disseminate an appropriate amendment thereof or indirectly incorporate supplement thereto describing such information to the fairness option referred to in Section 3.29 therein if requested by Parent. Company’s stockholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly provide as practicable after receipt thereof. Each of the Company and Parent and its counsel with a copy or a description shall as soon as reasonably practicable notify the other party of the receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by or for additional information (and promptly deliver a copy of such comments, correspondence or request to the SEC as promptly as reasonably practicable after it is filedother party). The Company shall cause the Proxy Statement to be mailed to the Company’s its stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companypracticable.

Proxy Statement. As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with all the applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement Statement; or (ii) the conclusion receiving notification of final resolution of any comments received from the SEC or its staff review of concerning the Proxy Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cause the Proxy Statement to be mailed to the Company’s stockholders, prior to the later of (A) the termination of the Go-Shop Period or (B) the time as of which no Acquisition Proposal from an Excluded Party is pending which constitutes, or is reasonably likely to constitute, a Superior Offer. If any event relating to any of the Company Entities Acquired Corporations occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC the Proxy Statement. Acquiror will promptly provide the Company with any information with respect to Acquiror which is reasonably requested by the Company for inclusion in the Proxy Statement, or in any amendments or supplements thereto, and each cause the counsel and auditors of Acquiror to cooperate with the Company’s counsel and auditors in the preparation and filing of the Company and Parent shallProxy Statement. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to Proxy Statement will be filed made by such party in connection with the Transactions contemplated hereby. The Company without Acquiror’s prior written consent (which shall consult with Parent not be unreasonably withheld or delayed) and provide Parent and its counsel a without providing Acquiror the reasonable opportunity to review and comment on thereon. The Company will promptly advise Acquiror, of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or 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 Acquiror with copies of any amendments written communication from the SEC or supplements thereto (and any state securities commission. The Company will respond in good faith to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall 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’s stockholders as promptly as practicable after , or any of its Affiliates, executive officers or directors, should be discovered by Acquiror or the earlier of (i) receiving notification that the SEC Company which should be set forth in an amendment or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriateto the extent required by law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, Public Company, with the Company cooperation of Private Company, shall prepare and file with the SEC the Proxy Statement. Private Company shall (i) provide to Public Company as promptly as practicable all information, including financial statements and each descriptions of its business and financial condition, as Public Company may reasonably request for inclusion in the Company Proxy Statement and Parent shall, or shall (ii) cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party timely cooperation of its independent public accountants in connection with the Transactions contemplated hereby. The preparation and filing of the Proxy Statement, including by causing such accountants to provide a consent to the inclusion of such accountants’ reports in respect of the financial statements of Private Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on in the Proxy Statement and any amendments or supplements thereto to the reference to such accountant firm as an “expert” therein. Public Company shall (and Private Company shall furnish such assistance as Public Company may reasonably request in connection with Public Company’s efforts to) respond to review and comment on any comments of the SEC or its staff on with respect to the Proxy Statement, use commercially reasonable efforts to file the definitive version of the Proxy Statement or any amendments or supplements thereto), as promptly as practicable and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations be mailed to its stockholders at the earliest practicable time after the SEC has completed its review of the preliminary filing of the Proxy Statement (or once 10 days after the initial filing of the preliminary Proxy Statement, if the SEC and all other applicable Laws and shall directly or indirectly incorporate will not review the fairness option referred to in Section 3.29 therein if requested by ParentProxy Statement). The Public Company shall notify Private Company promptly provide Parent and its counsel with a copy or a description upon the receipt of any comments received by the Company or its counsel from the SEC or its staff with respect to the, of any request by the SEC or its staff for amendments or supplements to the Proxy Statement of any request by the SEC or its staff for additional information with respect to the Proxy Statement, and shall supply Private Company with copies of all correspondence between Public 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. Each of Public Company and Private Company shall notify the other such partner promptly upon the receipt of any comments from the SEC or its staff with respect to any filing made by such party pursuant to Section 6.2(b), of any request by the SEC or its staff for amendments or supplements to any filing made by such party pursuant to Section 6.2(b) or of any request by the SEC or its staff for additional information with respect to any filing made by such party pursuant to Section 6.2(b), and shall supply the other such party with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff, on the other hand, with respect to any filing made by such party pursuant to Section 6.2(b). Each of Public Company and Private Company shall use commercially reasonable 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 all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever either Public Company or Private Company shall become aware of the occurrence of any event which is required to be set forth in an amendment or supplement to the Proxy Statement or any amendment filing pursuant to Section 6.2(b), Public Company or supplement theretoPrivate Company, as the case may be, shall promptly inform the other of such occurrence and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that cooperate in filing with the SEC or its staff is not reviewing the Proxy Statement or any other regulatory authority, and/or mailing to stockholders of Public Company and Private Company, such amendment or supplement. (iib) the conclusion Each of any SEC or staff review of Public Company and Private Company shall promptly make all filings (other than the Proxy Statement. If any event relating ) that it is required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement make with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of Transaction under the Company. If any event relating to Parent or Merger Sub occursSecurities Act, or if Parent becomes aware of any informationthe Exchange Act, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof applicable state blue sky laws and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companyrules and regulations thereunder.

Proxy Statement. As promptly as practicable following the date of this Agreement, the Company (a) Parent shall prepare and file with the SEC SEC, as promptly as practicable after the date of this Agreement (and will use reasonable best efforts to do so no later than thirty (30) days after the date of this Agreement), a preliminary Proxy Statement, Statement and each of the Company Parent and Parent Buyer shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, and file with the SEC all Other Filings that are other documents required to be filed by such party the Exchange Act in connection with the Transactions contemplated hereby. The Company Sale, and Buyer and Parent shall consult cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. (b) Subject to applicable Law, and notwithstanding anything in this Agreement to the contrary, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to Parent and shareholders, or responding to any comments from the SEC with respect thereto, Parent shall provide Parent Buyer and its counsel with a reasonable opportunity to review and to comment on such document or response, which Parent shall consider in good faith and include in such filing, document or response any reasonable comments reasonably proposed by Buyer and its Representatives. Buyer shall furnish to Parent the information relating to it required by the Exchange Act to be set forth in the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofStatement. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company Parent shall promptly provide Parent and its counsel with a copy or a description notify Buyer upon the receipt of any comments received by the Company or its counsel from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Buyer with copies of (1) all material correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement and (2) all written comments with respect to the Proxy Statement or any amendment or supplement thereto, and received from the SEC. Parent shall respond use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof, and Buyer shall cooperate to any provide responses to such SEC comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company Parent shall cause the Proxy Statement to be mailed to the CompanyParent’s stockholders shareholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. Parent and Seller agree that any material breach of their obligations under Section 5.02(a) or Section 5.02(b) shall be deemed to be a willful and material breach of this Agreement by Parent; provided that Buyer has provided to Parent written notice of such material breach within ten (10) Business Days of first becoming aware of such material breach and Parent and Seller fail to cure such breach by ten (10) Business Days after such notice is provided. (c) If at any event time prior to the Shareholders Meeting, any information relating to Parent or Buyer, or any of their respective Affiliates, is discovered by a Party, which information should be set forth in an amendment or supplement to the Company Entities occursProxy Statement, the Party that discovers such information shall promptly notify the other Party, and Parent shall prepare (with the assistance of Buyer) and mail to its shareholders such an amendment or if supplement, in each case, to the Company becomes aware of any information, that causes extent required by applicable Law. Parent and Buyer each agrees to promptly (1) correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, then respect and (2) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that shall become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. Parent further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC andand to be disseminated to its shareholders of record as of the record date established for the Shareholders Meeting, if appropriatein each case, mail such amendment or supplement as and to the stockholders of the Companyextent required by applicable Law.

Proxy Statement. As promptly soon as reasonably practicable following the date of this AgreementAgreement Date, the Company shall prepare and file with the SEC the Proxy Statement. No filing of, and each of or amendment or supplement to, the Proxy Statement will be made by the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent without providing Acquiror and its counsel a reasonable opportunity to review and comment on thereon and reflecting therein all reasonable comments proposed by Acquiror and its counsel. The Company will promptly advise Acquiror, of the time when the definitive form of the Proxy Statement has been filed with the SEC or any supplement or amendment has been filed, the issuance of any stop order, or 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 Acquiror with copies of any amendments written communication from the SEC or supplements thereto (and any state securities commission. The Company will respond in good faith to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall 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’s stockholders as promptly as practicable after , or any of its Affiliates, officers or directors, should be discovered by Acquiror or the earlier of (i) receiving notification that the SEC Company which should be set forth in an amendment or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of supplement to the Proxy Statement. If , so that such document would not include any event relating misstatement of a material fact or omit to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in state any material respectfact necessary to make the statements therein not misleading, then the Company party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by Applicable Law, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStockholders.

Proxy Statement. As promptly as practicable following after the date of Execution Date, unless this AgreementAgreement is terminated pursuant to Article IX, the Company Seller shall prepare and file with the SEC a proxy statement relating to the Seller Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”); provided, that Seller shall not file the Proxy StatementStatement with the SEC later than March 19, and each 2010 without the consent of the Company and Parent shallBuyer, or shall cause their respective Affiliates to, prepare andsuch consent not to be unreasonably withheld. Seller, after consultation with each otherBuyer, file with will use commercially reasonable efforts to respond to any comments made by the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any following receipt of the same. Buyer shall furnish all information as Seller may reasonably request in connection with such comments. The Company shall use its commercially reasonable best efforts to have actions and the preparation of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedStatement. The Company shall cause the Proxy Statement Subject to be mailed to the Company’s stockholders Section 6.5, as promptly as practicable after the earlier clearance of (i) receiving notification that the Proxy Statement by the SEC, Seller shall mail the Proxy Statement to its stockholders. Subject to Section 6.5, the Proxy Statement shall include the Seller Board Recommendation. Seller will advise Buyer, promptly after it receives notice thereof, of any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or (ii) comments thereon and responses thereto or requests by the conclusion of SEC for additional information. If at any SEC time prior to the Seller Stockholders’ Meeting, any event or staff review of circumstance relating to Buyer, or its officers or directors, should be discovered by Buyer which should be set forth in an amendment or a supplement to the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company Buyer shall promptly inform Parent thereof and Seller. If at any time prior to the Seller Stockholders’ Meeting, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, should be discovered by Seller which should be set forth in an amendment or a supplement to the Proxy Statement, Seller shall promptly file an appropriate amendment or supplement inform Buyer. All documents that Seller is responsible for filing with the SEC and, if appropriate, mail such amendment or supplement in connection with the Transactions will comply as to form and substance in all material respects with the stockholders applicable requirements of the Company. If Exchange Act and other applicable Laws and will not contain any event relating to Parent or Merger Sub occursuntrue statement of a material fact, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement omit to have become false or misleading in state any material respectfact required to be stated therein in order to make the statements therein, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders in light of the Companycircumstances under which they were made, not misleading.

Proxy Statement. As promptly as practicable following after the date of this Agreement, but in any event no later than 10 business days following the Equity Syndication Period End Date, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC, in preliminary form, a proxy statement relating to the Company Members’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities Acquired Companies occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate such amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Members. Parent shall provide the Company with such information for inclusion in the Proxy Statement as reasonably requested by the Company. If , and if any event relating to Parent any of Parent, Merger Sub, Sponsor or Merger Sub Guarantor occurs, or if Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall promptly inform the Company thereof and thereof. The Company, commencing upon the Company shall promptly file an appropriate amendment or supplement submission to the SEC of the Proxy Statement in accordance with the SEC andfirst sentence of this Section 5.1, if appropriateshall use reasonable best efforts to, mail on a weekly basis, run a broker search for a deemed record date of 20 business days after the date of such amendment or supplement to the stockholders of the Companysearch.

Proxy Statement. As promptly The Company will, as soon as practicable following the date of this AgreementAgreement and in any event within twenty (20) days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required will use its reasonable best efforts to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentscomments of the SEC with respect thereto. The Company shall use will notify Parent promptly (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its commercially reasonable best efforts staff and of any request by the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC as or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the Company Requisite Vote there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, including correcting any information that has become false or misleading in any material respect, the Company will promptly as reasonably practicable after prepare and mail to its stockholders such an amendment or supplement. The Parent and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filedfiled with the SEC and the Company shall give due consideration to all reasonable additions, deletions, or changes thereto suggested by ▇▇▇▇▇▇ and its counsel. The Company shall cause will (i) establish a record date, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and (iii) thereafter commence mailing the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the earlier of SEC, and, in any event, either (ia) receiving notification the first Business Day after the date that the SEC or its staff is not reviewing ten (10) calendar days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC does not provide comments or indicates that it does not plan to provide comments or (iib) within three (3) Business Days of being informed by the conclusion SEC staff that it has no further comments on the document. Subject to the terms and conditions of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursthis Agreement, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then will include the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyBoard Recommendation.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and file a proxy statement relating to the Company Stockholders’ Meeting (as defined herein) (together with any amendments thereof or supplements thereto, the SEC the “Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby”). The Company shall consult with Parent and provide Parent and its counsel a use reasonable opportunity best efforts to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations any requests of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier Proxy Statement shall have been cleared by the SEC. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company without providing Merge a reasonable opportunity to review and comment thereon, which comments shall be considered in good faith. The Company shall advise Merge, promptly after it receives notice thereof, of (i) receiving notification that any request by the SEC or its staff is not reviewing for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (iib) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating The information supplied by Merge to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use inclusion in the Proxy Statement to have become false shall not, at (i) the time the Proxy Statement (or misleading in any material respect, then the Company shall promptly inform Parent amendment thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Closing any event or circumstance relating to Parent Merge or Merger Sub occursany of its Subsidiaries, or if Parent becomes aware of any informationtheir respective officers or directors, that causes any information provided should be discovered by it for use Merge which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then Parent Merge shall promptly inform the Company thereof and and, to the Company shall promptly file extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC andand disseminated to stockholders of the Company. All documents that Merge is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, if appropriate, mail such at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (ii) the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Closing any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Merge, and, to the extent required by applicable Law, an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC and disseminated to stockholders of the Company. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. As If the Short Form Threshold has not been reached, then as promptly as practicable following after (and in any event within ten (10) Business Days following) the date of this AgreementAcceptance Time, the Company shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult use commercially reasonable efforts: (i) to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify Parent of, cooperate with Parent and with respect to, provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement; and (iii) to provide Parent (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement Statement, and any amendments amendment 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 supplement thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing of any such document with the filing thereofSEC. The Company shall cause the Proxy Statement to comply be filed with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoSEC, and shall respond as promptly as practicable to any such comments. The the Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders stockholders, in each case as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement is cleared by the SEC. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or (ii) the conclusion of reasonably requested in connection with any SEC or staff review of the Proxy Statementaction contemplated by this Section 6.1. If any event relating to any of the Company Entities occurs, either Parent or if the Company becomes aware of any informationinformation that should be disclosed in an amendment or supplement to the Proxy Statement, that causes then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any information provided by it for use in amendment or supplement to the Proxy Statement prior to have become false or misleading in any material respect, then it being filed with the Company SEC; (iii) shall promptly inform Parent thereof and shall promptly file an appropriate provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC andSEC; and (iv) shall cooperate, if appropriate, mail in mailing such amendment or supplement to the stockholders of the Company. If any event relating to Parent Company or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyParent.

Proxy Statement. As promptly The Company shall, subject to Parent’s compliance with its obligations under this Section 6.1, as soon as practicable following the date of this AgreementAgreement and in any event within fifteen (15) business days, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form, and each the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation SEC with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult notify Parent 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 shall supply Parent with Parent copies of all written 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. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), the Company shall provide Parent Parent, Sub and its their counsel a reasonable opportunity to review and comment on such document and shall give due consideration to all reasonable additions, deletions, or changes suggested thereto by Parent, Sub and their counsel. Parent shall furnish to the Company all information concerning Parent and Sub as may be reasonably requested by the Company in connection with the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any the resolution of comments of from the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofSEC. The Company shall cause establish a record date for the Company Stockholders Meeting, commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and thereafter mail the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after being informed by the earlier of (i) receiving notification SEC staff that the SEC or its staff is not reviewing will have no further comments on the document. Subject to the terms and conditions of this Agreement, the Proxy Statement or (ii) shall contain the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any recommendation of the Company Entities occurs, or if the Company becomes aware Board of any information, that causes any information provided by it for use Directors in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders favor of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware adoption of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companythis Agreement.

Proxy Statement. As promptly as practicable (a) Promptly following the date of this Agreementhereof, and in no event later than thirty (30) days after the date hereof, the Company shall prepare and file with the SEC the preliminary Proxy Statement, which shall, subject to Section 5.3, include the Company Board Recommendation, and each thereafter shall use reasonable best efforts to respond promptly to any comments by the SEC staff in respect of the Company Proxy Statement. Each of the Company, on the one hand, and Parent shalland Merger Sub, or shall cause their respective Affiliates toon the other hand, prepare andwill furnish all information concerning it and its Affiliates, after consultation with each otherif applicable, file with as the SEC all Other Filings that are required to be filed by such other party may reasonably request in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company shall consult with Parent and provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable, and in no event later than five (5) Business Days, after the Company learns that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the definitive Proxy Statement or filing any amendments other required documents (or supplements thereto (and in each case, any amendment or supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such documents or responses and shall give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent 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 any amendments or supplements thereto), for additional information and shall incorporate will supply Parent with copies of all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by correspondence between the Company or its counsel from and the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to Contemplated Transactions. (b) Each of the Company’s stockholders as , Parent and ▇▇▇▇▇▇ Sub agrees to promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes correct any information provided by it specifically for use in the Proxy Statement if and to the extent that such information will have become false or misleading in any material respect, then respect and (ii) supplement the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it specifically for use in the Proxy Statement to have include any information that will become false necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or misleading in any material respect, then Parent shall supplemented promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement to be filed with the SEC and, if appropriate, mail such amendment or supplement and to be disseminated to the stockholders holders of Shares and the Companyholders of Company Stock Options and Company Equity Awards, in each case as and to the extent required by applicable Law.

Proxy Statement. As promptly as practicable following The proxy statement and any amendment thereof or supplement thereto, to be sent to the date shareholders of this Agreement, the Company shall in connection with the Merger (the “Proxy Statement”) will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company will prepare and file with the SEC SEC, as promptly as is reasonably practicable (but in any event not later than 30 days) after the date hereof (but in no event later than 30 days after the date hereof), the Proxy Statement, and each Statement 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 and Parent shallall information requested concerning itself which is reasonably required or customary for inclusion in the Proxy Statement including, or shall cause their respective Affiliates towithout limitation, prepare and, after consultation with each other, file with the SEC all Other Filings that are required form of charter for the Surviving Corporation to be filed by such party in connection with attached to the Transactions contemplated herebyArticles of Merger. The Company shall consult with and the Parent and provide Parent and its counsel a reasonable opportunity each agrees to review and comment respond as promptly as is practicable to any comments of the SEC on the Proxy Statement and any amendments or supplements thereto (and the Company agrees to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause mail the Proxy Statement to comply with holders of Company Common Stock promptly after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. The information provided by any party hereto for use in or incorporation by reference in the Proxy Statement shall be true and correct in all applicable rules and regulations material respects, at the dates mailed to shareholders of the SEC Company and all other applicable Laws and shall directly or indirectly incorporate at the fairness option referred to time of the Company Meeting (as defined in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description 7.4), without omission of any comments received material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by the Company or its counsel from the SEC or its staff any party hereto with respect to the Proxy Statement or information supplied in writing by any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of other party specifically for inclusion in the Proxy Statement. If at any event 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 Entities occursCompany, the Parent or if the Company becomes aware of any informationMerger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that causes any information provided by it for use in the Proxy Statement would not include any misstatement of a material fact or omit to have become false or misleading in state any material respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders shareholders of the Company.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, and in any event within forty (40) days following the Company date hereof, Seller shall prepare and file with the SEC Securities and Exchange Commission (the Proxy Statement"SEC") a proxy statement, and each together with a form of proxy, relating to the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation Seller Stockholders’ Meeting (as defined below) (together with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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), the "Proxy Statement") and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Each of Seller and Buyer shall use its commercially reasonable efforts to respond to any comments made by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause and, if required, to amend or supplement the Proxy Statement to be mailed to Statement. Each of Seller and Buyer shall furnish all information concerning it and the Company’s stockholders holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the earlier execution of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursthis Agreement, or if the Company becomes aware of any information, that causes any information provided by it for use in Seller shall mail the Proxy Statement to have become false its stockholders. Notwithstanding the foregoing, Seller shall not mail the Proxy Statement, or misleading in any material respectamendment or supplement thereto, then without (i) providing Buyer with a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Buyer. Seller’s Board of Directors shall recommend approval of this Agreement and the Company transactions contemplated herein by Seller’s stockholders, and the Proxy Statement shall contain such recommendation. Seller will provide Buyer with copies of all correspondence between Seller (or its Representatives) and the SEC relating to the Proxy Statement. (b) Each of Buyer and Seller shall promptly inform Parent thereof and shall promptly file the other party if, at any time prior to the Seller Stockholders’ Meeting, any information, event or circumstance should be set forth in an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyStatement.

Proxy Statement. As promptly as practicable following the date of this Agreement, the (a) The Company shall prepare and file with the SEC SEC, as promptly as reasonably possible following the date hereof, a proxy statement in preliminary form relating to the Company Stockholders Meeting (such proxy statement, including the letter to stockholders, notice of meeting, form of proxy and any amendment or supplement thereto, the “Proxy Statement”), and each of which Proxy Statement shall include, subject to Section 7.2(d), the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. Recommendation. (b) The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of the SEC or its the staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or the staff of the SEC for any amendment or supplement thereto, thereto or for additional information and shall respond as promptly as practicable provide to Parent copies of all correspondence between the Company and/or any such commentsof its Representatives and the SEC or the staff of the SEC with respect to the Proxy Statement. The Company shall use its commercially reasonable best efforts (with the reasonable assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC or the staff of the SEC. Parent, Merger Sub and the Company shall use their respective reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC as promptly soon as reasonably practicable possible after it is filedthe date hereof. Parent shall provide to the Company such information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and resolution of comments referred to herein. The Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable reasonably possible after the earlier of (i) receiving notification date the SEC staff advises that it has no further comments thereon or that the SEC Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing or its staff is not reviewing mailing the Proxy Statement or filing any other required filings (iior, in each case, any amendment or supplement thereto) or responding to any comments of the conclusion of any SEC or the staff review of the Proxy Statement. If any event relating to any of the Company Entities occursSEC with respect thereto, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform provide Parent thereof with a reasonable opportunity to review and comment on such document or response and shall promptly file an appropriate amendment in good faith consider for inclusion in such document or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided response comments reasonably proposed by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyParent.

Proxy Statement. As promptly as practicable following the date of this AgreementClosing Date, the Company shall prepare prepare, and file with the SEC provide to Purchaser 1 for review and comment, the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on include any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoas Purchaser 1 shall reasonably request to be included. Subject to such review and comment of Purchaser 1, as soon as practicable, and in any event no later than 15 days, following the Closing Date, the Company shall respond as promptly as practicable to any such commentsfile the Proxy Statement with the SEC. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders shareholders as promptly as practicable after the earlier later of (i) receiving notification that ten (10) days after the SEC or its staff is not reviewing date the Company files the Proxy Statement or with the SEC and (ii) the conclusion of any date the Company receives notice from the SEC or staff review of that it has no further comments on the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the The Company shall promptly inform Parent thereof cooperate and shall promptly file provide Purchaser 1 with an appropriate amendment or supplement with the SEC and, if appropriate, mail such opportunity to review and comment on any amendment or supplement to the stockholders of the CompanyProxy Statement, and shall include any comments to any such amendment or supplement as Purchaser 1 shall reasonably request to be included. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware The Company will advise Purchaser 1 promptly after it receives notice of any information, that causes any information provided request by it the SEC for use in 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 have become false the Company, or misleading in any material respectof its Affiliates, then Parent shall promptly inform officers or directors, should be discovered by the Company thereof and the Company shall promptly file which should be set forth in an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders 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 Companycircumstances 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. (a) As promptly as reasonably practicable following the date of this Agreementhereof, the Company shall, with the assistance of Parent, prepare, and the Company shall prepare and file with the SEC SEC, a proxy statement relating to the Proxy Statement, and each adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, the “Proxy Statement”). Parent and Parent shall, or the Company shall cause their respective Affiliates to, prepare and, after consultation cooperate with each other, file with the SEC all Other Filings that are required to be filed by such party one another in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on preparation of the Proxy Statement and any amendments or supplements thereto (Parent shall furnish all information concerning Parent and to review and comment on any comments Merger Sub as the Company may reasonably request in connection with the preparation of the SEC or its staff on Proxy Statement. Parent and the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall each use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedsuch filing. The Company shall will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders of the Company as promptly as reasonably practicable after the earlier Proxy Statement is cleared by the SEC. (b) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) receiving notification that the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement and (ii) any request by the SEC for any amendment or its staff is not reviewing supplement to the Proxy Statement or (ii) for additional information with respect thereto. All filings by the conclusion of any Company with the SEC or staff review of and all mailings to the Proxy Statement. If any event relating to any stockholders of the Company Entities occursin connection with the Merger and the other transactions contemplated hereby, or if the Company becomes aware of any information, that causes any information provided by it for use in including the Proxy Statement and any amendment or supplement thereto, shall be subject to have become false the reasonable prior review and comment of Parent; provided that the Company will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company; provided that Parent will no longer be required to comply with the foregoing if there has occurred any Adverse Recommendation Change. (c) If at any time prior to the Effective Time any information relating to the Company, Parent or misleading Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, Parent or Merger Sub, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material respectfact necessary to make the statements therein, then in light of the Company circumstances under which they were made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties and shall promptly file an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Applicable Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, the Company Parent shall prepare and file cause to be filed with the SEC a preliminary proxy statement together with a form of proxy (collectively, the "Proxy Statement, ") and each of any other documents required by the Company and Parent shall, Securities Act or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party Exchange Act in connection with the Transactions contemplated herebyMerger with respect to the Parent Shareholders' Meeting at which the shareholders of Parent will be asked to vote upon and approve this Agreement, the Merger and an amendment to Parent's Articles of Organization increasing the authorized shares of Parent Common Stock. The Company Parent shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply with the rules and any amendments or supplements thereto (and regulations promulgated by the SEC, respond promptly to review and comment on any comments of the SEC or its staff on and use all commercially reasonable efforts to have the Proxy Statement or any amendments or supplements thereto), cleared by the SEC under the Exchange Act as promptly as practicable after such filing and shall incorporate all reasonable comments promptly thereafter file the definitive Proxy Statement with the SEC and requests made by Parent, prior to mail the filing thereof. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations the shareholders of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide furnish to Parent all information concerning the Company and its counsel shareholders as may be required or reasonably requested in connection with a copy or a description the preparation of the Proxy Statement. Parent shall (i) notify the Company promptly of the receipt of any comments received from the SEC or its staff and of any request by the Company SEC or its counsel from staff for amendments or supplements to the Proxy Statement or for additional information and (ii) shall promptly supply the Company with copies of all written correspondence with the SEC or its staff with respect to the Proxy Statement or Statement. Parent shall not file any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to which the Company shall have reasonably objected. Whenever any event occurs that should be mailed set forth in an amendment or supplement to the Proxy Statement, Parent or the Company’s stockholders , as the case may be, shall promptly as practicable after inform the earlier other of (i) receiving notification that such occurrence and shall cooperate in filing with the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursstaff, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail mailing to stockholders of Parent, such amendment or supplement supplement. (b) Prior to the stockholders Effective Date, Parent shall make all required filings with state regulatory authorities and the NASD, and shall ensure that the Merger Shares will be qualified under the securities or "blue sky" law of every jurisdiction of the Company. If United States in which any event relating to Parent or Merger Sub occurs, or if Parent becomes aware registered shareholder of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof has an address of record on the record date for determining the shareholders entitled to notice of and to vote on the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMerger.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, the Company shall prepare and, once reasonably acceptable to Parent and the Company, file a preliminary Proxy Statement with the SEC under the Exchange Act, and shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC promptly. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and each the Company shall as soon as practicable notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as practicable provide to Parent copies of all correspondence between the Company or any representative of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebyrespect thereto. The Company shall consult with Parent cause the Proxy Statement and provide all supplements thereto to be mailed to the holders of Company Common Stock entitled to vote at the Company Meeting and any other Person entitled to notice of the Company Meeting as soon as reasonably practicable. The Company shall (a) give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments supplements thereto, prior to such documents being filed with the SEC or supplements thereto disseminated to holders of shares of Company Common Stock, (b) give Parent and its counsel a reasonable opportunity to review and comment on any all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (c) include in drafts of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate related correspondence and filings all reasonable comments and requests made reasonably proposed by Parent, prior and (d) to the filing thereofextent practicable, 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) relating to the Proxy Statement, this Agreement or any of the transactions contemplated by this Agreement. The Each of the Company shall and Parent agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws required amendments and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement supplements thereto to be mailed to the Company’s stockholders as promptly as holders of shares of Company Common Stock entitled to vote at the Company Meeting at the earliest practicable after time. Each of Parent and the earlier of (i) receiving notification Company will cause all documents that it is responsible for filing with the SEC or its staff other Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at any time prior to the Company Merger Effective Time any event shall occur, or fact or information shall be discovered, that either the Company or the Buyer Parties reasonably believe is not reviewing the Proxy Statement required to be set forth in an amendment of or (ii) the conclusion of any SEC or staff review of a supplement to the Proxy Statement. If any event relating to any of , the Company Entities occursshall, or if in accordance with the Company becomes aware of any informationprocedures set forth in this Section 6.2, that causes any information provided by it for use in prepare and file with the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate SEC such amendment or supplement with as soon thereafter as is reasonably practicable and to the SEC andextent required by applicable law, if appropriate, mail and cause such amendment or supplement to be distributed to the stockholders holders of the Company. If any event relating Company Common Stock entitled to Parent or Merger Sub occursvote at, or if Parent becomes aware of any informationand all other Persons entitled to receive notice of, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyMeeting.

Proxy Statement. As promptly as reasonably practicable following after the date execution of this Agreement, the Company Company, in consultation with Parent (who shall provide comments, if any, to the Company’s Proxy Statement no later than three Business Days of Parent’s receipt thereof), will prepare and file with the SEC preliminary proxy materials that will constitute the Proxy Statement. The Proxy Statement shall include the notice to stockholders required by Section 262(d)(1) of Delaware Law that appraisal rights will be available. As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify 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, and each of the Company will promptly inform Parent of such occurrence and Parent shallwill, or shall cause their respective Affiliates to, prepare and, after in consultation with each otherParent, file with the SEC all Other Filings that are required or its staff, and/or mail to be filed by stockholders of the Company, such party in connection with the Transactions contemplated herebyamendment or supplement. The Company shall consult with Parent and provide Parent (and its counsel counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendments amendment or supplements supplement thereto prior to filing such with the SEC (and to review and comment on any comments Parent shall provide comments, if any, no later than three Business Days of the SEC or its staff on the Proxy Statement or any amendments or supplements theretoParent’s receipt thereof), and shall incorporate will provide Parent with a copy of all reasonable comments and requests such filings made by Parent, prior to with the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall will cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the definitive Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement is filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySEC.

Proxy Statement. As (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Appointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, 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 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. Subject to all applicable Legal Requirements, 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 date of this Agreement, the Company shall prepare and file filing thereof with the SEC the Proxy Statement, and each of the Company and Parent shallSEC. No filing of, or shall cause their respective Affiliates amendment or supplement to, prepare and, after consultation or correspondence with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, shall be made by the Company without providing Parent a reasonable opportunity to review and shall respond as promptly as practicable to any such commentscomment thereon. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have 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 or Parent which should be set forth in an amendment or supplement to the Proxy Statement cleared by so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by applicable law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq Stock Market. (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the Company’s stockholders as promptly as practicable after the earlier terms of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of Section 7.2(b), the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use shall include in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement Board Recommendation (other than with the SEC and, if appropriate, mail such amendment or supplement respect to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyOffer).

Proxy Statement. As promptly soon as practicable following the date and in any event no later than thirty (30) days after execution of this Agreement, the Company Nextera shall prepare and file the Proxy Statement with the SEC under the Exchange Act. Nextera will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Buyer and Nextera shall cooperate with each other in the preparation of the Proxy Statement, and each Nextera shall notify Buyer of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Buyer promptly copies of all Other Filings that are required to be filed by such party in connection with correspondence between Nextera or any representative of Nextera or Sellers and the Transactions contemplated herebySEC. The Company Nextera shall consult with Parent and provide Parent give Buyer and its counsel a reasonable the opportunity to review and comment on the Proxy Statement and any amendments other documents filed with the SEC or supplements thereto (mailed to the Nextera Stockholders prior to their being filed with, or sent to, the SEC or mailed to such Nextera Stockholders and shall give Buyer and its counsel the opportunity to review and comment on any comments of the SEC or its staff on the Proxy Statement or any all amendments or and supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement and any other documents filed with, or any amendment sent to, the SEC or supplement theretomailed to the Nextera Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to the Nextera Stockholders. Each of Sellers, Nextera and shall respond as promptly as practicable Buyer agrees to any such comments. The Company shall use its commercially reasonable best efforts efforts, after consultation with the other Parties hereto, to have the Proxy Statement cleared respond promptly to all such comments of and requests by the SEC as promptly as reasonably practicable after it is filedSEC. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier of (i) receiving notification that Proxy Statement has been cleared by the SEC or its staff is not reviewing SEC, Nextera shall mail the Proxy Statement or (ii) to the conclusion Nextera Stockholders. Each of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursSellers, or if the Company becomes aware of any information, that causes Nextera and Buyer promptly shall correct any information provided by it for use and used in the Proxy Statement to that shall have become false or misleading in any material respect, then the Company and Nextera shall promptly inform Parent thereof and shall promptly take all steps necessary to file an appropriate amendment or supplement with the SEC and, if appropriate, mail such and have cleared by the SEC any amendment or supplement to the stockholders of Proxy Statement so as to correct the Company. If any event relating same and to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in cause the Proxy Statement as so corrected to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement be disseminated to the stockholders of Nextera Stockholders, in each case to the Companyextent required by applicable law.

Proxy Statement. As promptly as practicable following (and within 15 Business Days after the date of this Agreement, if practicable), the Company shall prepare and file cause to be filed with the SEC the Proxy Statement. Parent shall provide, as promptly as reasonably practicable, such information regarding Parent and each of Acquisition Sub as is required and is reasonably requested by the Company for inclusion in the Proxy Statement. Other than with respect to an Adverse Recommendation Change and Parent shalldisclosures relating thereto, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts Subject to have compliance with applicable Legal Requirements, the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or Statement; and (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities Acquired Companies occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company.

Proxy Statement. (a) As promptly as practicable following the date of this Agreementhereof, the Company shall prepare and file the Proxy Statement with the SEC and in any event not later than 30 days after the date hereof. Subject to Section 6.4(b), the Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of the Articles of Amendment, this Agreement and the Transactions. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company Shareholders, as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement, and each . (b) Each of the Company and Parent shall, or shall cause provide the other parties and their respective Affiliates tocounsel with (i) any comments or other communications, prepare andwhether written or oral, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or any other communications and (ii) a reasonable opportunity to participate in the response to those comments. (c) No amendment or supplement theretoto the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by the Company that are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; and shall respond as promptly as practicable provided, further, that the Company, in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement (including by incorporation by reference) pursuant to any an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) an Adverse Recommendation Change, (ii) a statement of the reasons of the Company Board for making such commentsAdverse Recommendation Change and (iii) additional information reasonably related to the foregoing. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared will advise Parent, promptly after it receives notice thereof, of any request by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review for amendment of the Proxy Statement. If If, at any event time prior to the Effective Time, Parent or the Company discovers any information relating to any party, 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 none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the Company Entities occurscircumstances under which they were made, or if not misleading, the Company becomes aware of any information, party that causes any discovers that information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other party and shall promptly file an appropriate amendment or supplement describing that information shall be promptly filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating extent required by law or regulation, disseminated to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyShareholders.

Proxy Statement. As promptly as practicable following after the date execution of this Agreement, the Company Seller shall prepare and file with the SEC a proxy statement relating to the meeting of the Seller's stockholders to be held in connection with the Bexil Sale (together with any amendments thereof or supplements thereto, the "Proxy Statement"). In addition, the Seller shall prepare and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all any Other Filings that are as and when required to be filed or requested by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent and provide Parent and its counsel a Seller will use all reasonable opportunity efforts to review and comment on the Proxy Statement and any amendments or supplements thereto (and respond to review and comment on any comments of made by the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or and any amendment or supplement thereto, and shall respond as promptly as practicable to any such commentsOther Filings. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as As promptly as practicable after the earlier clearance of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) by the conclusion of any SEC or staff review of SEC, the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in Seller shall mail the Proxy Statement to have become false its stockholders. The Proxy Statement shall (subject to the last sentence of Section 5.3(c) hereof) include the Board Recommendation. The Seller shall permit Buyer Parties to review the Proxy Statement, and any supplements or misleading in amendments thereto, and Seller shall give reasonable consideration to any material respectcomments thereto made by Buyer Parties or their counsel, then prior to mailing the Company shall promptly inform Parent thereof Proxy Statement and shall promptly file an appropriate amendment any supplements or supplement with the SEC andamendments thereto, if appropriate, mail such amendment or supplement to the stockholders of the CompanySeller; provided that Buyer Parties review such documents in as expeditious a manner as practicably possible. If at any time prior to Closing, any event or circumstance relating to Parent or Merger Sub occursthe Seller, or if Parent becomes aware of any informationits respective officers or directors, that causes any information provided should be discovered by it for use the Seller which should be set forth in an amendment or a supplement to the Proxy Statement to have become false or misleading in any material respectOther Filing, then Parent the Seller shall promptly inform notify Buyer Parties in writing and file such amendment. All documents that the Company thereof and the Company shall promptly file an appropriate amendment or supplement Seller is responsible for filing in connection with the SEC and, if appropriate, mail such amendment or supplement transactions contemplated herein will comply as to form and substance in all material respects with the stockholders applicable requirements of the CompanyExchange Act, the rules and regulations thereunder and all other applicable Laws.

Proxy Statement. (a) As promptly as practicable following the date of this Agreement, the Company shall prepare and shall file with the SEC a document that will constitute the proxy statement with respect to the Merger relating to the Company Stockholders’ Meeting (together with any amendments thereto, the “Proxy Statement”). Copies of the Proxy Statement shall be provided to the Nasdaq National Market in accordance with its rules. Each of the Parties shall use all reasonable efforts to cause the Proxy Statement to be approved or otherwise cleared by the SEC as practicable after the date hereof. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. The Company shall promptly notify Parent of the receipt of any comments from the SEC or its staff on the Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the eProxy Statement has been approved or otherwise cleared by the SEC, it shall be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the Nasdaq National Market. (b) The Company and Parent shall cooperate in connection with the preparation of the Proxy Statement, including by giving (i) each other and each of the Company and Parent shall, or shall cause their respective Affiliates tocounsel a reasonable opportunity to review and comment on the Proxy Statement, prepare and, after consultation with each other, file time before such document (or any amendment thereto) is filed with the SEC all Other Filings that are required SEC, (ii) reasonable and good faith consideration to be filed any comments made by the other and its counsel, (iii) promptly to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Proxy Statement, (iv) a reasonable opportunity to participate in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) reasonable and good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Proxy Statement shall include with respect to the Company and its stockholders, the approval of the Merger and the recommendation of the Board of Directors of the Company to the Company’s stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company’s rights under Sections 5.2 and 6.2(e). (d) No amendment or supplement to the Proxy Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Proxy Statement has approved or otherwise cleared by the SEC or any supplement or amendment has been filed or 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. (e) None of the information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall, at the time filed with the SEC or other regulatory agency and, in addition, at the date it or any amendments or supplements thereto (and are mailed to review and comment on any comments stockholders of the SEC Company, at the time of the Company Stockholders’ Meeting and at the Effective Time, contain any untrue statement of a material fact or its staff on omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statement or statements therein, in light of the circumstances under which they are made, not misleading. If at any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, time prior to the filing thereof. The Effective Time any event or circumstance relating to the Company or any Subsidiary of the Company, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall cause promptly inform Parent. All documents that the Proxy Statement Company is responsible for filing with the SEC in connection with the Merger will comply as to comply form in all material respects with all the applicable requirements of the rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof Securities Act and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyExchange Act.

Proxy Statement. (a) As promptly as practicable following after the date execution of this Agreement, but in no event more than five (5) business days after the Signing Date, the Company shall prepare and file with the SEC a preliminary version of a proxy statement (the Proxy Statement, and each "PROXY STATEMENT") with respect to the Company Stockholders Meeting satisfying the requirements of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySecurities Exchange Act. The Company shall consult with Parent cooperate and provide Parent Purchaser (and its counsel counsel) with a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments preliminary version of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to filing such with the filing thereofSEC. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall will respond as promptly as practicable to any such comments. The Company shall comments from the SEC with respect to the preliminary version of the Proxy Statement, and will use its commercially all reasonable best efforts to have cause the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause definitive version of the Proxy Statement to be mailed to the Company’s its stockholders as soon as it is legally permitted to do so. (b) The Company will notify Purchaser promptly as practicable after upon the earlier receipt of (i) receiving notification that any comments from the SEC or its staff is not reviewing in connection with the Proxy Statement filing of, or (ii) the conclusion of any SEC amendments or staff review of supplements to, the Proxy Statement. If Whenever any event relating occurs which is required to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the Proxy Statement, the Company or Purchaser, as applicable, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of the Company, such amendment or supplement. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the The Company shall promptly file an appropriate amendment or supplement cooperate and provide Purchaser (and its counsel) with the SEC and, if appropriate, mail such a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Purchaser with a copy of all such filings made with the SEC. Except as may be required by Law, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Purchaser, which will not be unreasonably withheld or delayed. (c) The Proxy Statement shall include, among other things: (i) subject to Section 6.2, the recommendation of the Board of Directors to the stockholders of the Company in favor of Company Stockholder Approval; provided, however, that notwithstanding anything to the contrary in this Agreement, the Board of Directors may withhold, withdraw, modify or amend its recommendation as provided in Section 6.2, (ii) the written opinion dated as of June 26, 2006 of Scura Rise & Partners, LLC, financial advisor to the Company, to the effect that as of such date the Merger Consideration to be received by the common stockholders of the Company pursuant to the Merger, taking into account the amount and form of consideration and taking into account the consideration to be received by securityholders of the Company pursuant to the Securities Purchase Agreements, is fair to the common stockholders of the Company from a financial point of view, and (iii) a statement that stockholders of the Company are or may be entitled to assert appraisal rights under Section 262 of the DGCL and a copy of Section 262 of the DGCL.

Proxy Statement. As promptly as practicable following (a) If required by applicable Law in order to consummate the date of this AgreementMerger, the Company shall prepare a proxy statement satisfying all requirements of the Exchange Act for the purposes of holding the Special Meeting. Such proxy statement in the form mailed by Company to its stockholders, together with any and file all amendments or supplements thereto, are herein referred to as the "PROXY STATEMENT." (b) If applicable, Buyer will furnish Company with the SEC such information concerning it and its Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Buyer and each its Subsidiaries, to comply with applicable Law. Buyer agrees to promptly advise Company if, at any time prior to the Special Meeting, any information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Company with the information needed to correct such inaccuracy or omission. Buyer will furnish Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Buyer and its Subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of Company. (c) If applicable, Company will include in the Proxy Statement such information concerning Company and Parent shallits Subsidiaries as is necessary in order to cause such Proxy Statement, insofar as it relates to Company and its Subsidiaries, to comply with applicable Law. If, at any time prior to the Special Meeting, any information included or incorporated by reference by Company in the Proxy Statement is or becomes incorrect or incomplete in any material respect, Company shall correct such inaccuracy or omission. Company will include or incorporate such supplemental information as may be necessary in order to cause their respective Affiliates tothe Proxy Statement, prepare andinsofar as it relates to Company and its Subsidiaries, to comply with applicable Law after consultation with each otherthe mailing thereof to the stockholders of Company. (d) If required by applicable Law in order to consummate the Merger, Company shall (i) promptly file with the SEC all Other Filings that are required SEC, use commercially reasonable efforts to be filed by such party in connection have cleared with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred thereafter mail to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretostockholders, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing Offer Completion Date, the Proxy Statement and all other proxy materials necessary or appropriate for the Special Meeting, (ii) use commercially reasonable efforts to obtain the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided necessary approvals by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the its stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof this Agreement and the Company shall promptly file an appropriate amendment or supplement Merger, and (iii) otherwise comply with the SEC and, if appropriate, mail such amendment or supplement all legal requirements applicable to the stockholders of the Companymeetings.

Proxy Statement. As promptly as practicable following the date of this Agreementpracticable, the Company shall prepare and file with the SEC the Proxy StatementStatement in preliminary form. Notwithstanding anything contained in this Agreement to the contrary, and each absent any Order issued by any court of the competent jurisdiction or other legal restraint or prohibition (each, a “Legal Restraint”), Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the definitive Proxy Statement as promptly as practicable following the ten-day period specified in Rule 14a-6 of the Exchange Act or, if later, the date the SEC staff advises Company that they have no further comments, and any amendments shall cause the mailing of the definitive Proxy Statement to the shareholders of Company to occur on that day or supplements thereto (as promptly as reasonably practicable thereafter. Each of Company and Parent shall use its commercially reasonable efforts to review and comment on respond as promptly as practicable to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement. Each of Company and Parent shall furnish all information concerning itself and its Subsidiaries to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto, and shall respond as promptly as practicable ) or responding to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier comments of (i) receiving notification that the SEC or its staff is with respect thereto, Company (i) shall provide 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 Parent, and (iii) shall not reviewing file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to Company, Parent or any of their respective affiliates, officers or directors, should be discovered by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the conclusion of any SEC or staff review statements therein, in light of the Proxy Statement. If any event relating to any of circumstances under which they are made, not misleading, the Company Entities occurs, or if the Company becomes aware of any information, that causes any party which discovers such information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof notify the other parties hereto and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders shareholders of the Company.

Proxy Statement. As promptly as practicable following after the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare Statement and, after consultation with each otherand review by Merger Sub, file the preliminary Proxy Statement with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated herebySEC. The Company shall consult with Parent make all reasonable efforts to (i) obtain and provide Parent and its counsel a reasonable opportunity furnish the information required to review and comment on be included by the SEC in the Proxy Statement and, after consultation with and any amendments or supplements thereto (and review by Merger Sub, to review and comment on respond promptly to any comments of made by the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement or (B) the conclusion of any amendment or supplement theretoSEC review of the preliminary Proxy Statement, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the a definitive Proxy Statement to be mailed to the Company’s 's stockholders as promptly as practicable and, if necessary, after the earlier definitive Proxy Statement has been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company will promptly notify Parent and Merger Sub of (i) receiving notification that the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information, and will promptly supply Parent and Merger Sub with copies of all written correspondence between the Company or Company Representatives, on the one hand, and the SEC or members of its staff is not reviewing staff, on the other hand, with respect to the preliminary Proxy Statement Statement, the definitive Proxy Statement, the Merger or (ii) any of the conclusion of any SEC or staff review other Transactions. Parent and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent and Merger Sub and their respective affiliates as may be required to be disclosed therein. If any event relating to any The Proxy Statement shall contain the recommendation of the Company Entities occurs, or if the Company becomes aware Board of any information, Directors that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof 's stockholders approve this Agreement and the Company shall promptly file an appropriate amendment Transactions, provided that the Board of Directors or supplement Board Committee may withdraw, modify or change its recommendation of this Agreement and the Transactions if it does so in accordance with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanySection 6.02(b).

Proxy Statement. (a) As promptly as practicable practicable, and in any event within ten (10) business days following the date execution of this Agreement, the Company shall prepare and file with a preliminary proxy statement to be sent to the SEC the Proxy Statement, and each stockholders of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult Stockholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such stockholders, each as amended or supplemented, being referred to herein as the “Proxy Statement”) with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (and to review and comment on any comments of the SEC or its staff on under the Proxy Statement or any amendments or supplements thereto)Exchange Act, and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedpracticable. Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Company Common Stock, and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Company’s stockholders as promptly as holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest practicable after time. If at any time prior to the earlier of Stockholders Meeting there shall occur any event (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion including discovery of any SEC fact, circumstance or staff review of the Proxy Statement. If event by any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, party hereto) that causes any information provided by it for use should be set forth in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of Proxy Statement, the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any party which discovers such information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform notify the Company thereof other parties hereto and the Company shall promptly file prepare and mail to its stockholders an appropriate amendment or supplement, in each case to the extent required by applicable Law. Parent shall, and shall cause its Affiliates to, cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement with thereto, including supplying information for inclusion or incorporation by reference in the Proxy Statement or filing information required by the Exchange Act requested by the SEC andin a timely manner. (b) Subject to Section 6.04, if appropriate, mail such amendment or supplement the Proxy Statement shall (i) include the Company Recommendation (except to the stockholders extent that the Company Board withdraws or modifies its approval, determination of advisability or recommendation in accordance with Section 6.04) and (ii) unless such opinion is withdrawn or rescinded, include the written opinion of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, to the effect that, as of the Companydate of this Agreement and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be received in the Merger by the holders of the Company Common Stock is fair, from a financial point of view, to such stockholders (other than Parent and its subsidiaries). Except to the extent permitted by Section 6.04, the Company shall not make an Adverse Recommendation Change.

Proxy Statement. As promptly as reasonably practicable following after the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement, . Each of Parent and each of Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required rules and regulations promulgated thereunder to be filed by such party set forth in connection with the Transactions contemplated herebyProxy Statement. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any 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 shall incorporate reasonably consider all reasonable comments and requests made by Parent, prior to the filing thereof. The Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by ParentLegal Requirements. The Company shall as promptly as reasonably practicable provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as reasonably practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the earlier of of: (ia) receiving notification that the SEC or its staff is not reviewing the Proxy Statement Statement; or (iib) the conclusion receiving notification of final resolution of any comments received from the SEC or its staff review of concerning the Proxy Statement. If any event or information relating to any of the Company Entities Acquired Corporations, Parent or Merger Sub occurs, or if the Company or Parent becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company party that discovers such information shall promptly inform Parent thereof the other parties, and the Company shall as promptly as reasonably practicable file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail disseminate such amendment or supplement to the stockholders of the Company.

Proxy Statement. As promptly soon as reasonably practicable following after the execution of this Agreement (but in any event within 15 Business Days of from the date of this Agreementhereof), the Company Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement, and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent furnish all information concerning itself and its counsel a reasonable opportunity affiliates that is required to review and comment on 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. Subject to Section 6.1(b), the Company, acting through the Company Board or the Special Committee, shall include in the Proxy Statement the unanimous (of those directors that were present) recommendation of the Company Board or the Special Committee that the stockholders of the Company vote in favor of the Merger and any amendments or supplements thereto the adoption of this Agreement (and the “Company Recommendation”). The Company shall respond promptly to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to its stockholders at the Company’s stockholders as promptly as earliest practicable time after the earlier resolution of (i) receiving notification that any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff is not reviewing 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 (ii) any of its representatives, on the conclusion of one hand, and the SEC, or its staff or any SEC or staff review of other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable 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 all applicable requirements of law and the rules and regulations promulgated thereunder. If at any event time prior to the Company Meeting, any information relating to the Company, the Buyer or any of their respective affiliates, officers or directors, is discovered by the Company Entities occursor the Buyer which should be set forth in an amendment or supplement to the Proxy Statement, or if the Company becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then in light of the Company circumstances under which they are made, not misleading, the party which discovers such information shall promptly inform Parent thereof notify the other parties, and shall promptly file an appropriate amendment or supplement describing such information shall be filed with the SEC and, if appropriateto the extent required by applicable Law, mail such amendment or supplement disseminated to the stockholders of the Company. If any event relating to Parent or Merger Sub occursNotwithstanding the foregoing, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly not file an appropriate amendment or supplement with the SEC andor mail to its stockholders the Proxy Statement, if appropriateany amendment thereto, mail any other soliciting material or any such amendment or supplement other documents without providing the Buyer a reasonable opportunity to review and comment on such documents and shall include in such documents comments reasonably proposed by the stockholders of the CompanyBuyer.

Proxy Statement. (a) As promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within twenty (20) business days after the date hereof), the Company shall prepare and file with the SEC a preliminary proxy statement relating to a meeting of the Company Stockholders for the purpose of obtaining the Company Required Vote (the “Company Stockholder Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”). Until such time as there has been a Company Adverse Change Recommendation, the Board of Directors of the Company shall include the Company Board Recommendation in the Proxy Statement, . Parent shall furnish all information concerning itself and each its Affiliates that is reasonably requested by the Company to be included 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 any comments thereto received from the SEC. Until such time as there has been a Company and Parent shallAdverse Change Recommendation, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto (thereto, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments of the SEC on each such document or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested response that are reasonably proposed by Parent. The Company shall use its reasonable best efforts to respond as promptly provide Parent and its counsel with a copy as reasonably practicable to any written or a description oral substantive comments of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedand to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall cause promptly notify Parent (and in any case no later than twenty-four (24) hours) upon the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier receipt of (i) receiving notification that any written or oral substantive comments from the SEC or its staff is not reviewing or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with a copy of all written correspondence between the Company or any Company Representatives, on the one hand, and the SEC or its staff, on the other hand (ii) the conclusion and a summary of any SEC or staff review of substantive oral conversations) with respect to the Proxy Statement. If any event relating to any Statement or the Transactions. (b) Each of the Company Entities occurs, and Parent shall take all necessary action so that none of the information supplied or if the Company becomes aware of any information, that causes any information provided to be supplied by it for use inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate Stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement with 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 SEC andstatements therein, if appropriatein light of the circumstances under which they are made, mail such not misleading. If, at any time prior to the Company Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliates should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursProxy Statement, or if Parent becomes aware of any information, so that causes any information provided by it for use in the Proxy Statement shall not contain any untrue statement of a material fact or omit to have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements therein, then Parent in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly inform notify the Company thereof other Parties, and the Company shall promptly file an appropriate amendment or supplement to the Proxy Statement describing such information with the SEC and, if appropriateto the extent required by applicable Legal Requirements, mail cause such amendment or supplement to be promptly disseminated to the stockholders Company Stockholders. (c) The Company shall (i) establish a record date, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith, (iii) as promptly as reasonably practicable (and in any event within seven (7) business days) after the date on which the Company is informed that the SEC does not intend to review the Proxy Statement or has no further comments thereon, commence or cause to be commenced, the mailing of the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company’s bylaws and (iv) subject to applicable Legal Requirements, take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company’s bylaws and the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholder Meeting. The Company shall, unless there has been a Company Adverse Change Recommendation, use its commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of the Company Required Vote. The Company will schedule the Company Stockholder Meeting to be held within forty (40) days of the initial mailing of the Proxy Statement (or if the Company’s proxy solicitor advises in good faith, after discussion with the Parties, that forty (40) days from the date of the initial mailing of the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, such later date as recommended by the Company’s proxy solicitor; provided, that, the Company Stockholder Meeting is held no later than fifty (50) days of the initial mailing of the Proxy Statement). The Company agrees that no matters will be brought before the Company Stockholder’s Meeting other than the adoption of this Agreement and any related and customary procedural matters. The Company shall, if requested by Parent, postpone or adjourn the Company Stockholder Meeting (A) for the absence of a quorum or (B) to allow additional solicitation of votes in order to obtain the Company Required Vote; provided that, the Company shall not be obligated to postpone or adjourn the Company Stockholder Meeting at the request of Parent on more than one (1) occasion. The Company may adjourn, recess or postpone the Company Stockholder Meeting (A) with the written consent of Parent, (B) to the extent the Company determines is necessary or advisable (1) to permit the preparation, filing and dissemination of any supplement or amendment to the Proxy Statement that the Company has reasonably determined in good faith after consultation with outside legal counsel is required under applicable Legal Requirements, and (2) an adequate amount of time for such supplement or amendment to be reviewed by the Company Stockholders in advance of the Company Stockholder Meeting, (C) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions, (D) if, as of the time that the Company Stockholder Meeting is originally scheduled, there are insufficient Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholder Meeting, without Parent’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), the Company shall not adjourn the Company Stockholder Meeting more than fifteen (15) calendar days past the originally scheduled date or (E) to solicit additional proxies for the purpose of obtaining the Company Required Vote. In the event that the date of the Company Stockholder Meeting as originally called is for any reason postponed or adjourned, the Company agrees that unless Parent shall have otherwise approved (with such approval not to be unreasonably delayed, conditioned or withheld) in writing, it shall use reasonable best efforts to implement such postponement or adjournment in such a way that the Company is not required to establish a new record date for the Company Stockholder Meeting, as so postponed or adjourned, except as required by applicable Legal Requirements. (d) Nothing in this Section 4.5 shall be deemed to prevent the Company, the Company Board or any committee thereof from taking any action they are permitted or required to take under, and in compliance with, Section 4.3 or Section 4.4(b).

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, and in any event no later than five Business Days after the Company shall have delivered the Company Public Company Financials to Castle, Castle shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and Parent shall, or . Castle shall use commercially reasonable efforts to cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (regulations promulgated by the SEC and to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofstaff. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company Castle shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the CompanyCastle’s stockholders as promptly as practicable after the earlier of Proxy Statement has been filed with the SEC and either (i) receiving notification that the SEC or its staff is has indicated that it does not reviewing intend to review the Proxy Statement or (ii) the conclusion of any SEC or staff that its review of the Proxy Statement has been completed or (ii) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party, its Subsidiaries and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent Castle thereof and shall promptly file an appropriate cooperate fully with Castle in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of Castle. (b) Prior to the Company. If any event relating Effective Time, Castle shall use commercially reasonable efforts to Parent or Merger Sub occurs, or if Parent becomes aware ensure that the issuance of any information, that causes any information provided by it for use the Castle Common Stock in the Proxy Statement Merger will be exempt from registration pursuant to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders Section 4(2) of the CompanySecurities Act and from registration or qualification requirements under applicable state securities laws.

Proxy Statement. (a) As promptly as practicable following after the date of this Agreement, and in any event no later than ten Business Days after the Company shall have delivered the Company Public Company Financials to Parent, Parent shall prepare and file cause to be filed with the SEC the Proxy Statement, and each of the Company and . Parent shall, or shall use commercially reasonable efforts to cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement to comply with the applicable rules and any amendments or supplements thereto (regulations promulgated by the SEC and to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofstaff. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the CompanyParent’s stockholders as promptly as practicable after the earlier of Proxy Statement has been filed with the SEC and either (i) receiving notification that the SEC or its staff is has indicated that it does not reviewing intend to review the Proxy Statement or (ii) the conclusion of any SEC or staff that its review of the Proxy Statement has been completed or (ii) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party, its Subsidiaries and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use should be disclosed in an amendment or supplement to the Proxy Statement to have become false or misleading in any material respectStatement, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate cooperate fully with Parent in filing such amendment or supplement with the SEC and, if appropriate, mail in mailing such amendment or supplement to the stockholders of Parent. Parent shall pay all filing fees required to be paid to the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use SEC in connection with the Proxy Statement and all of its own legal, accounting, proxy solicitation, printing and mailing costs and other amounts related thereto. (b) Prior to have become false or misleading in any material respectthe Effective Time, then Parent shall promptly inform use commercially reasonable efforts to ensure that the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders issuance of the CompanyParent Common Stock in the Merger will be exempt from registration pursuant to Section 4(2) of the Securities Act and from registration or qualification requirements under applicable state securities laws.

Proxy Statement. As promptly as practicable following (a) Following the date consummation of this Agreementthe Offer and if required by the Securities Exchange Act because of action by the Company's shareholders necessary in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to shareholders, a proxy statement in connection with a meeting of the Company's shareholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). (b) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and each its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company and referenced herein, any Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto Information (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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the earlier of (idefined below) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false is or misleading becomes incorrect or incomplete in any material respect, then respect and to provide the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC andinformation needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, if appropriateinsofar as it relates to Guarantor and its subsidiaries, mail such amendment or supplement to comply with applicable Law after the mailing thereof to the stockholders shareholders of the Company. (c) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 or Rule 14c-5, as applicable, under the Securities Exchange Act. (d) The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. If any event relating Parent authorizes the Company to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and in connection with, or contained in, the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the CompanyProxy Statement.

Proxy Statement. (a) As promptly as reasonably practicable following after the date of this Agreementhereof, but in no event later than January 31, 2014, the Company shall prepare and file with the SEC a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). Parent shall cooperate with the Company in connection with the preparation of the Proxy Statement, and each of including furnishing to the Company any and all information regarding Parent shall, or shall cause and Merger Sub and their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are as may be required to be filed disclosed or incorporated by such party in connection with reference therein under the Transactions contemplated herebyExchange Act or other applicable Law as promptly as reasonably practicable. The Company shall consult with promptly notify Parent and provide Parent and its counsel a reasonable opportunity to review and comment on of the Proxy Statement and any amendments or supplements thereto (and to review and comment on any receipt of all comments of from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for any amendment or supplement thereto or for additional information, and shall promptly provide to Parent copies of all written correspondence between the Company and/or its Representatives and the SEC or its staff with respect to the Proxy Statement or the Merger. The Company and Parent (to the extent applicable) shall each use its commercially reasonable best efforts to promptly provide responses to the SEC or its staff with respect to all comments received on the Proxy Statement from the SEC or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereofits staff. The Company shall cause the definitive Proxy Statement to comply with all applicable rules and regulations be mailed to the holders of Common Shares promptly after the date the staff of the SEC and all other applicable Laws and shall directly advises the Company that it has no further comments thereon or indirectly incorporate that the fairness option referred Company may commence mailing the Proxy Statement to the holders of Common Shares. Notwithstanding anything to the contrary contained in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel this Agreement, prior to filing the Proxy Statement, or any amendment or supplement thereto, with a copy the SEC, mailing the Proxy Statement, or a description any amendment or supplement thereto, to the holders of Common Shares or responding to any comments received by the Company or its counsel requests from the SEC or its staff with respect to the Proxy Statement or the Merger, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such Proxy Statement, amendment, supplement or response and shall consider in good faith any comments reasonably proposed by Parent and/or its counsel and, to the extent permissible, shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the staff of the SEC with respect to the Proxy Statement. (b) If, at any time prior to the time the Company Requisite Vote is obtained, any information is discovered by the Company, Parent or Merger Sub which it reasonably believes should be set forth in an amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall provide prompt notice thereof to the Company’s stockholders as promptly as practicable other parties hereto and, if the Board of Directors of the Company determines in good faith (after the earlier of (iconsultation with its outside legal counsel) receiving notification that the SEC an amendment or its staff is not reviewing supplement to the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occursdescribing such information is required under applicable Law, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file such an appropriate amendment or supplement shall be filed with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occursextent required by applicable Law, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement disseminated to the stockholders of the Company.

Proxy Statement. As (i) Subject to Purchaser’s timely performance of its obligations under Section 6.04(a)(ii), the Company shall, as promptly as reasonably practicable following the date of this AgreementAgreement (and in any event within thirty (30) days), prepare and cause to be filed with the SEC in preliminary form the Proxy Statement. Subject to the ability of the board of directors of the Company to make an Adverse Recommendation Change in accordance with Section 6.07, the board of directors of the Company shall prepare and file with include the Company Recommendation in the Proxy Statement. The Company shall promptly notify Purchaser upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and each shall provide Purchaser with copies of all correspondence between the Company and Parent shallits Representatives, or shall cause their respective Affiliates toon the one hand, prepare and, after consultation with each other, file with and the SEC all Other Filings that are required to be filed by such party in connection with or the Transactions contemplated herebystaff of the SEC, on the other hand. The Company shall consult use reasonable best efforts to (A) respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with Parent respect to the Proxy Statement, (B) have the Proxy Statement cleared by the staff of the SEC as soon as reasonably practicable after such filing and provide Parent (C) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter (and its counsel in any event within ten (10) days from the date the Proxy Statement is cleared by the staff of the SEC). No filing of, or amendment or supplement to, the Proxy Statement, or response to SEC comments with respect thereto, will be made by the Company without providing Purchaser a reasonable opportunity to review and comment on thereon, which comments the Company shall consider in good faith; provided that the foregoing shall not apply with respect to an Adverse Recommendation Change. If at any time prior to the Closing any event or circumstance relating to the Company or any of the Business Subsidiaries or its or their respective officers or directors should be discovered by the Company which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Purchaser. Each of the Company and Purchaser agrees to promptly correct any information provided by such party for use in the Proxy Statement which shall have become false or misleading. (ii) Purchaser shall provide to the Company all information concerning Purchaser and its Affiliates as may be reasonably requested by the Company in connection with the Proxy Statement and any amendments or supplements thereto (shall otherwise assist and to review cooperate with the Company in the preparation of the Proxy Statement and comment on any resolution of comments of the SEC or its staff on related thereto. Purchaser will cause the information relating to Purchaser and its Affiliates supplied by it for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to at the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations time of the SEC and all other applicable Laws and shall directly Stockholders’ Meeting, not to contain any untrue statement of a material fact or indirectly incorporate the fairness option referred omit to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of state any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement material fact required to be mailed stated therein or necessary in order to make the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review statements therein, in light of the Proxy Statement. If any event relating to any of the Company Entities occurscircumstances under which they were made, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companynot misleading.

Proxy Statement. (a) As promptly as practicable following after the date Original Agreement Date and subject to the obligations of Albireo and each Seller in this AgreementSection 6.1(a), Company, with Albireo’s cooperation (including in respect of the Company preparation of pro forma financial statements suitable for inclusion in the Proxy Statement), shall prepare and file cause to be filed with the SEC a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement, and each ”) relating to a meeting of the holders of Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with Common Stock (the SEC all Other Filings that are required “Company Stockholders’ Meeting”) to be filed by such party in connection with held to approve the Transactions contemplated herebyCompany Stockholder Approval Matters and the New Albireo Pharma Equity Plan and to satisfy the requirements of an annual meeting under applicable law and NASDAQ regulations. The Each of Albireo and Company shall consult with Parent and provide Parent and its counsel a use commercially reasonable opportunity efforts to review and comment on cause the Proxy Statement to comply with the rules and any amendments or supplements thereto (regulations promulgated by the SEC and to review and comment on respond promptly to any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC and all other applicable Laws and shall directly or indirectly incorporate the fairness option referred to in Section 3.29 therein if requested by Parent. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement or any amendment or supplement thereto, and shall respond as promptly as practicable to any practicable. Albireo and each Seller shall promptly furnish all information concerning itself as Company may reasonably request in connection with such comments. The Company shall use its commercially reasonable best efforts to have actions and the preparation of the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filedStatement. The Company shall will cause the Proxy Statement to be mailed to the Company’s stockholders holders of shares of Company Common Stock as of the record date for the Company Stockholders’ Meeting as promptly as practicable after the earlier of Proxy Statement is filed with the SEC. (ib) receiving notification that No filing of, or revision, amendment or supplement to, or material correspondence to the SEC or its staff is not reviewing with respect to, the Proxy Statement shall be made by Company or any of its Subsidiaries, without providing Albireo a reasonable opportunity to review and comment thereon. Company shall advise Albireo, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or (ii) comments thereon and responses thereto or requests by the conclusion SEC for additional information. Albireo will promptly furnish Company with all information concerning Albireo, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.1. If Albireo becomes aware of any SEC information that should be disclosed in an amendment or staff review of supplement to the Proxy Statement, then Albireo will promptly inform Company thereof. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any informationinformation that should be disclosed in a revision, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respectStatement, then Parent shall Company will: (i) promptly inform the Company thereof Albireo thereof; (ii) provide Albireo (and the Company shall promptly file an appropriate amendment or supplement its counsel) with the SEC anda reasonable opportunity to review and comment on any revision, if appropriate, mail such amendment or supplement to the stockholders Proxy Statement, as applicable, prior to it being filed with the SEC; (iii) provide Albireo with a copy of such revision, amendment or supplement promptly after it is filed with the CompanySEC; and (iv) mail such revision, amendment or supplement to the Company Stockholders.

Proxy Statement. As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC SEC, the preliminary Proxy Statement, and each of which filing the Company shall use reasonable best efforts to complete by May 17, 2012. The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with as the SEC all Other Filings that are required to be filed by such other party hereto may reasonably request in connection with the Transactions contemplated herebypreparation and filing with the SEC of the Proxy Statement. The Subject to Applicable Law, the Company shall consult with Parent and provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on the Proxy Statement and any 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 shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations be disseminated to stockholders of the SEC and all other applicable Laws and shall directly or indirectly incorporate Company as promptly as practicable following the fairness option referred filing thereof with the SEC. Notwithstanding anything to the contrary set forth in Section 3.29 therein if requested by Parent. The this Agreement, the Company shall promptly provide Parent use its reasonable best efforts to file with the SEC the definitive Proxy Statement, and its counsel to cause the mailing of the definitive Proxy Statement to the stockholders of the Company, (i) if the Company receives comments from the SEC with a copy respect to the preliminary Proxy Statement, on or a description of any comments received prior to the third (3rd) Business Day immediately following clearance by the SEC with respect to such comments, or (ii) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement, on or its counsel from prior to the third (3rd) Business Day immediately following the expiration of the 10-day waiting period provided in Rule 14a-6 (a) promulgated under the Exchange Act. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement or any amendment or supplement theretoshall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon, including in such filings, amendments, supplements and shall respond as promptly as practicable to any such commentscorrespondence all comments reasonably and timely proposed by Parent. The Company shall use advise Parent, promptly after it receives notice thereof, of any request by the SEC or its commercially reasonable best efforts staff for an amendment or revisions to have the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or 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 cleared or other filing with the SEC related to this Agreement or the Merger. 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 or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement does not include any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC as promptly as reasonably practicable after it is filedand, to the extent required by Applicable Law, disseminated to the stockholders of the Company. The Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the Company’s stockholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review applicable requirements of the Proxy Statement. If any event relating to any Exchange Act, Delaware Law and the rules of the Company Entities occurs, or if the Company becomes aware Nasdaq. Each of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment share equally all filing and printing fees and expenses incurred in connection with this Section 6.4 (excluding, for the avoidance of doubt, all fees and expenses payable to any attorneys, accountants or supplement other advisors incurred in connection with this Section 6.4, which shall be paid by the SEC and, if appropriate, mail party incurring such amendment or supplement to the stockholders of the Companyexpenses).

Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement, the Company shall prepare and file with the SEC (subject to the prior review and approval of Parent, which approval shall not be unreasonably withheld) the Proxy Statement, and each of the . The Company and Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation cooperate with each otherother in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, file with the SEC all Other Filings that are required prior to be filed by such party in connection with the Transactions contemplated hereby. The Company shall consult with Parent and provide Parent and its counsel a reasonable opportunity to review and comment on filing or mailing the Proxy Statement and (or, in each case, any amendments amendment or supplements thereto (and supplement thereto) or responding to review and comment on any comments of the SEC or its staff with respect thereto, the Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent. (b) If, at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub or any of their respective 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 or any amendments or supplements thereto), and shall incorporate all reasonable comments and requests made by Parent, prior to the filing thereof. The Company shall cause so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to comply with all applicable rules and regulations state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC and all circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Laws and Law, the Company shall directly disseminate an appropriate amendment thereof or indirectly incorporate supplement thereto describing such information to the fairness option referred to in Section 3.29 therein if requested by Parent. Company’s shareholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly provide as practicable after receipt thereof. Each of the Company and Parent and its counsel with a copy or a description shall as soon as reasonably practicable notify the other party of the receipt of any comments received by the Company from or its counsel from other correspondence with the SEC or its staff with respect to the Proxy Statement or and any request by the SEC for any amendment or supplement thereto, and shall respond as promptly as practicable to any such comments. The Company shall use its commercially reasonable best efforts to have the Proxy Statement cleared by or for additional information (and promptly deliver a copy of such comments, correspondence or request to the SEC as promptly as reasonably practicable after it is filedother party). The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders its shareholders as promptly as practicable after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. If any event relating to any of the Company Entities occurs, or if the Company becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then the Company shall promptly inform Parent thereof and shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Company. If any event relating to Parent or Merger Sub occurs, or if Parent becomes aware of any information, that causes any information provided by it for use in the Proxy Statement to have become false or misleading in any material respect, then Parent shall promptly inform the Company thereof and the Company shall promptly file an appropriate amendment or supplement with the SEC and, if appropriate, mail such amendment or supplement to the stockholders of the Companypracticable.