Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. The definitive proxy statement of the Company (a) As promptly as practicable after the date of this Agreementamended or supplemented, the Parties shall prepare, and Parent shall cause “Proxy Statement”) to be filed with the SECSEC in connection with the Merger Transactions and any amendments or supplements thereto will, when filed, comply in all material respects with the applicable requirements of the Securities Act and Exchange Act. At the time of the filing of the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersshareholders of the Company, at the time such shareholders vote on the adoption of this Agreement and approval of the Merger, and at the Merger Effective Time, the Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that If, at any time prior to the information provided by Merger Effective Time, any event or on behalf circumstance relating to any of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company Acquired Companies or any of its Representatives for inclusion thereinthe Minority JV Entities, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by their respective officers or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Actdirectors, should be disclosed discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform Parent. All documents that any of the other Parties thereof and shall cooperate with such other Parties in Acquired Companies is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Merger Transactions will comply as to Parent’s stockholders. No filing of, or amendment or supplement to, form and substance in all material respects with the Proxy Statement will be made by Parent, in each case, without the prior written consent applicable requirements of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company Securities Act and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsExchange Act.

Proxy Statement. Promptly after this Agreement is executed, VSI and the Company shall cooperate in preparing a proxy statement (adescribing the Merger) As promptly for filing with the SEC and ultimately for mailing to the Company's shareholders (the "Proxy Statement"). The Company shall not file the Proxy Statement preliminarily or in final form unless and until VSI consents to such filings. VSI shall not unreasonably withhold or delay any such consent. The Proxy Statement shall contain such notifications regarding dissenters' rights as practicable after are required by the date of this Agreement, the Parties shall prepareBCA. The Company represents and warrants to, and Parent shall cause to be filed with the SECcovenants with, the Proxy Statement. Parent covenants and agrees VSI that the Proxy Statement will notcomply in all material respects with the 1934 Act and the rules and regulations promulgated thereunder, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will not contain any untrue statement statements of a material fact or and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such representation, warranty and covenant shall not apply with respect to any information regarding VSI. The Company will promptly advise VSI in writing if at any time prior to the Effective Time of the Merger it shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Proxy Statement in order to make the statements made thereincontained or incorporated by reference therein not misleading or to comply with applicable law. At VSI's request, in light the mailing of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements shall be delayed until VSI or the Company Interim Financial Statementsshall have received, from such accountants as VSI shall specify, letters of the case may be) will not contain any untrue statement type contemplated by Statement on Auditing Standards No. 72 and based upon procedures carried out to such date as VSI shall reasonably specify. After VSI consents to the mailing of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersall necessary SEC filing requirements have been satisfied, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause mail the Proxy Statement to comply its shareholders in accordance with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsand shall use its best efforts to solicit proxies in favor of the Merger.

Proxy Statement. (a) As If required by the Exchange Act, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent and Sub shall use all commercially reasonable efforts to respond as promptly as practicable after to any comments of the date SEC with respect thereto. The Company shall notify Parent promptly of this Agreement, the Parties shall prepare, receipt of any comments from the SEC or its staff and Parent shall cause of any request by the SEC or its staff for amendments or supplements to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed for additional information and shall supply Parent with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement copies 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of all correspondence between the Company or any of its Representatives for inclusion thereinrepresentatives, on the one hand, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, on the other hand, with respect to the Proxy Statement. If at any time prior to receipt of the adoption of this Agreement by the required vote of the holders of the outstanding Shares (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 to the extent required by applicable Law. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use all commercially reasonable efforts to cause the Proxy Statement to be mailed to Parentthe Company’s stockholders as promptly as practicable after filing with the resolution of SEC staff comments and the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish Subject to the other Party all information concerning such Party terms and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by conditions of this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement toAgreement, the Proxy Statement will be made by Parent, in each case, without shall contain the prior written consent recommendation of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause Board of Directors in favor of the Proxy Statement to comply with applicable federal and state securities laws requirementsMerger.

Proxy Statement. (a) As promptly The Proxy Statement shall comply as practicable after to form in all material respects with the date applicable provisions of this Agreement, the Parties Exchange Act and the rules and regulations thereunder. The Company shall prepareuse its best efforts, and Parent shall cause to be filed the Holder will cooperate with the SECCompany, the Proxy Statement. Parent covenants and agrees that to have the Proxy Statement will notcleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments Statement and supplements thereto, any amendment or supplement thereto prior to the filing thereof such with the SEC, and on will provide the response to any comments Holder with a copy of the SEC on the Proxy Statement, prior to the filing or submission thereof all such filings made with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an No amendment or supplement to the Proxy Statement, then such Party, as information supplied by the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties Holder for inclusion in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will shall be made by Parent, in each case, without the prior written consent approval of the Companysuch Holder, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As Company will promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall prepare or cause to be filed prepared and file with the SEC the Proxy Statement in preliminary form, and further agrees to provide any information requested by Parent for the preparation of any applications necessary to consummate the transactions contemplated hereby. Company shall afford Parent a reasonable opportunity to review all such applications and all amendments and supplements thereto before the filing thereof. Parent and Company will cooperate and consult with each other in the preparation of the Proxy Statement, and Company shall provide Parent with copies of all correspondence between Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Parent covenants Company and agrees that Company Sub covenant and agree that, with respect to the information relating to Company, Company Sub and the Spun-Off Entities, as applicable, the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed comply in all material respects with the SEC or is first mailed to Parent’s stockholdersprovisions of applicable law, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect shall use its commercially reasonable efforts to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than resolve all SEC comments with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules as promptly as practicable after receipt thereof and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to ParentCompany’s stockholders as promptly soon as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement is cleared by the SEC. Company will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use its commercially reasonable efforts to cause assist Parent in obtaining all approvals or consents of Governmental Entities necessary to effect the Proxy Statement to comply with applicable federal Merger and state securities laws requirementsthe transactions contemplated herein.

Proxy Statement. (a) As promptly If required by applicable law, the Company shall prepare as practicable after soon as practicable, following the date of this Agreement, the Parties and shall prepare, and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. Parent covenants and agrees that The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) The Proxy Statement will be mailed to the shareholders of the Company as promptly as practicable after the effectiveness of this Agreement. The Company shall include in the Proxy Statement the recommendation of the Company Board that its shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent that the Company Board determines in good faith, upon advice of outside legal counsel, that the failure to withdraw, modify or change such recommendation is reasonably likely to be inconsistent with the Company Board's fiduciary duties under applicable law. (c) (i) The information supplied by the Company for inclusion in the Proxy Statement shall not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe shareholders of the Company, contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ii) The Company covenants and agrees that information supplied in writing by the information provided by Acquiror or on behalf of the Company to Parent Merger Sub for inclusion in the Proxy Statement (including shall not, at the Company Audited Financial Statements or time that the Company Interim Financial StatementsProxy Statement is mailed to the shareholders of the Company, as the case may be) will not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an d) No amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent approval of each of the CompanyCompany and Acquiror, which shall approval will not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.Section 6.8

Proxy Statement. Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall prepare and file with the SEC, subject to the prior review and approval of Parent and Purchaser (a) As promptly which approval shall not be unreasonably withheld), as soon as practicable after the date consummation of this Agreementthe Offer, a preliminary Proxy Statement (the “Preliminary Proxy Statement”) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, and shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to the Special Meeting, any information relating to the Offer, the Parties shall prepareMerger, and the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent shall cause which should be set forth in an amendment or supplement to be filed with the SEC, the Proxy Statement. Parent covenants and agrees , so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother party, and the Company makes no covenant, representation an appropriate amendment or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the supplement describing such information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepareCompany shall, and Parent shall cause to be filed with the SECassistance of Parent, prepare and file with the Proxy Statement. Parent covenants and agrees that SEC the Proxy Statement to be sent to the stockholders of the Company relating to the Stockholders Meeting to be held to consider adoption of this Agreement. Parent, Merger Sub and the Company will not, at cooperate and consult with each other in the time preparation of the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given the reasonable opportunity to review and comment on the such Proxy StatementStatement and any related materials, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the any letters prepared in response to any SEC comments, which comments shall be given reasonable consideration by the Company. Without limiting the generality of the SEC on the Proxy Statementforegoing, prior each of Parent and Merger Sub will furnish to the filing or submission thereof with or Company the information relating to it required by the SEC. Parent shall use commercially reasonable efforts to cause Exchange Act and the Proxy Statement to comply with the applicable rules and regulations promulgated by thereunder to be set forth in the SEC and to respond promptly to any comments of the SEC or its staffProxy Statement. Parent The Company shall use commercially its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and to cause the Proxy Statement to be mailed to Parentthe Company’s stockholders as promptly soon as reasonably practicable after the resolution of SEC staff comments and Proxy Statement is cleared by the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If of Parent, Merger Sub or and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become aware false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any event or information that, pursuant comments from the SEC with respect to the Exchange ActProxy 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 correspondence between the Company and its Representatives, should be disclosed in an amendment or supplement on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties Company, in cooperation with Parent, shall prepare, prepare and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to (i) shall provide Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of with a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on a draft of the Proxy Statement before the Proxy Statement is filed with the SEC and (ii) shall consider in good faith including in the Proxy Statement all comments reasonably proposed by Parent in respect of the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent staff concerning the Proxy Statement and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders its shareholders as promptly as practicable after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any written comments from the SEC or its staff comments 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, upon the request of Parent, shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party The Company (i) shall promptly furnish provide Parent with a reasonable opportunity to review and comment on any responses to comments or inquiries by the SEC with respect to any filings of the Proxy Statement, (ii) shall consider in good faith including in such responses all comments reasonably proposed by Parent in respect of the filings and (iii) shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the SEC or its staff with respect to such filings to the extent permitted by the SEC. The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by regulatory authorities under this Section 5.15.3 to comply in all material respects with all applicable requirements of Law. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs that is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such PartyParent or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. (a) As promptly soon as reasonably practicable after following the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file the Proxy Statement with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders the Stockholders as promptly as practicable after clearance by the resolution of SEC staff comments and the filing of the Definitive Proxy StatementSEC. Each Party Parent shall promptly furnish to the other Party Company all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that as may be required or reasonably requested by the Company in connection with any action contemplated by this Section 5.1. If Parentthe preparation, Merger Sub or the Company become aware filing and distribution of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in each casean amendment or supplement to the Proxy Statement, without so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the prior written consent statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and Parent shall each use commercially reasonable efforts of any request by the SEC or the staff of the SEC for amendments or supplements to cause the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to comply with applicable federal and state securities laws requirementsthe Proxy Statement or the Merger.

Proxy Statement. 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 later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, the Company shall prepare and file with the SEC a proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the Proxy Statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholders’ Meeting, and any schedules required to be filed with the SEC in connection therewith (a) As collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable after the date of this Agreement, SEC clears the Parties shall prepare, and Parent Proxy Statement. The Company shall cause to be the Proxy Statement, when filed with the SEC, to comply as to form in all material respects with the Proxy Statementapplicable requirements of the Exchange Act. Parent covenants and agrees that the Proxy Statement will not, at At the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe Company Stockholders and at the time of the Company Stockholders’ Meeting, the Company will cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by the Company with respect to information supplied by Parent or Merger Sub or any of their respective officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. The Company covenants shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and agrees that responses thereto, or requests by the SEC or its staff for additional information provided by or on behalf of 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 for inclusion which should be set forth in an amendment or supplement to the Proxy Statement (including so that the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will Proxy Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required party or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyparties hereto, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedCompany Stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable federal requirements of the Exchange Act and state securities laws requirementsthe NYSE.

Proxy Statement. (a) As promptly soon as reasonably as practicable after the date execution of this Agreement, the Parties shall prepareCompany, and Parent shall cause to be filed in cooperation with the SECBuyer, shall prepare and file with the SEC the Proxy Statement. Parent covenants and agrees that Subject to Section 6.1(b), the Proxy Statement will notCompany, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of acting through the Company to Parent for inclusion Board, shall include in the Proxy Statement (including or any supplement thereto filed pursuant to this Section 6.2) the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beunanimous (of those directors that were present) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf recommendation of the Company or any of its Representatives for inclusion therein, and Board that the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf shareholders of the Company or any vote in favor of its Representatives for inclusion thereinthe Merger and the adoption of this Agreement (the “Company Recommendation”). The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent staff and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as its shareholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff comments or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party Provided that there shall promptly furnish have been no Change in the Company Recommendation pursuant to Section 6.1(b), the Company shall use commercially reasonable efforts to obtain the Required Company Shareholder Vote. The Company shall use commercially reasonable efforts to cause all documents that the Company is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. The Buyer shall use commercially reasonable efforts to provide, or to cause to be provided, to the other Party Company for inclusion in the Proxy Statement and any amendments or supplements thereto all information concerning such Party regarding the Buyer and such Party’s its Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1applicable law and the rules and regulations promulgated thereunder to be so included. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs which is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Partythe Buyer or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which such amendment or supplement. Notwithstanding the foregoing, the Company shall not be unreasonably withheld, conditioned file with the SEC or delayed. The Company and Parent shall each use commercially reasonable efforts mail to cause its shareholders the Proxy Statement Statement, any amendment thereto, any other soliciting material or any such other documents without providing the Buyer a reasonable opportunity to comply with applicable federal review and state securities laws requirementscomment on such documents.

Proxy Statement. Xxxxxxx shall prepare and file with the SEC (awith --------------- appropriate requests for confidential treatment, unless the parties hereto otherwise agree) As under the Exchange Act, a proxy statement and form of proxies (such proxy statement and form of proxy, together with any amendments to supplements thereto, the "Proxy Statement") relating to the stockholder meeting of Xxxxxxx and the vote of the stockholders of Xxxxxxx with respect to this Agreement (the "Xxxxxxx Stockholders Meeting"). Xxxxxxx and RMSI will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Each of Xxxxxxx, on the one hand, and RMSI, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement. Xxxxxxx shall use its reasonable best efforts, and RMSI will cooperate with them, to have the Proxy Statement cleared with the SEC as promptly as practicable after practicable. Each of Xxxxxxx and RMSI, agrees promptly to correct any information provided by it for use in the date of this Agreement, Proxy Statement if and to the Parties extent that such information shall preparehave become false or misleading in any material respect, and Parent shall each of the parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement as so amended or supplemented to be filed with the SECSEC and to be disseminated to Xxxxxxx'x stockholders, in each case as and to the Proxy Statementextent required by applicable federal and state securities laws and the DGCL. Parent covenants Each of Xxxxxxx and RMSI agrees that the information provided by it for inclusion in the Proxy Statement will notand each amendment or supplement thereto, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersof mailing thereof, contain will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants Each of Xxxxxxx and agrees that RMSI will advise the information provided other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or on behalf of correspondence or communication from the Company SEC with respect to Parent for inclusion in the Proxy Statement (including ii) any responses thereto and (iii) notice of the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in time when the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company has been cleared or any of its Representatives for inclusion thereinsupplement or amendment has been filed, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware issuance of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsstop order.

Proxy Statement. (a) As Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the date of this Agreementhereof, the Parties Company shall prepare, prepare and Parent shall cause file with the SEC a proxy statement to be filed sent to the holders of shares of Company Common Stock in connection with the SECCompany Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company, after consultation with Parent, will use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent covenants and agrees Merger Sub shall furnish all information as the Company may reasonably request (or as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Proxy Statement. Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the clearance of the Proxy Statement by the SEC, the Company shall mail the Proxy Statement to the holders of shares of Company Common Stock. Subject to and without limiting the rights of the Company Board pursuant to Section 6.4.2, the Proxy Statement shall include the Company Recommendation. The Company will advise Parent, as promptly as reasonably practicable, after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any information, event or circumstance relating to any Party hereto, or their respective officers, directors, Affiliates or Representatives, should be discovered by any Party hereto which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, does not contain any untrue statement of a material fact 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. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial StatementsParty discovering such information, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, circumstance shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if appropriaterequired, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent holders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The shares of Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsCommon Stock.

Proxy Statement. (a) As promptly as practicable after the date hereof, but in any event within 14 days after the date of this Agreement, the Parties shall prepareCompany shall, at its sole expense, prepare and Parent shall cause to be filed file with the SEC, subject to the reasonable review and comment of the Investors and their counsel, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the information required, subject to the reasonable review and comment of the Investors and their counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and thereafter, within five business days of receiving SEC clearance, to mail the proxy statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and the proxy statement and all related proxy materials subsequently mailed to the stockholders of the Company (as amended and supplemented from time to time) are herein referred to as the “Proxy Statement.” Except to the extent otherwise determined by the Board of Directors in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy StatementStatement shall contain the Recommendation. Parent covenants The Investors shall as promptly as practicable provide the Company with all reasonable information concerning them which is reasonably necessary to be included in the Proxy Statement and agrees shall as promptly as practicable correct any information provided by them for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect such that the information provided by the Investors for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto is filed with and at the SEC or is first mailed to Parent’s stockholderstime of the Stockholders Meeting (as defined below), contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. The Company covenants and agrees that the information provided by or on behalf of the Company shall take all steps necessary to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof file with the SEC, and on the response to SEC any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, Statement as to correct the case may be, shall promptly inform the other Parties thereof same and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement as corrected to comply with be disseminated to the Company’s stockholders, in each case to the extent required by applicable federal and state securities laws requirementslaw.

Proxy Statement. (a) As promptly as practicable after the date hereof, but in no event more than 14 days after the date of this Agreement, the Parties shall prepareCompany shall, at its sole expense, prepare and Parent shall cause to be filed file with the SEC, subject to the reasonable review and comment of the Series A Holders and their counsel, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the information required, subject to the reasonable review and comment of the Series A Holders and their counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and thereafter, within five (5) Business Days of receiving SEC clearance, to mail the proxy statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and the proxy statement and all related proxy materials subsequently mailed to the stockholders of the Company (as amended and supplemented from time to time) are herein referred to as the “Proxy Statement”. Subject to Section 6(b)(iii), the Proxy Statement shall contain the Recommendation (as defined below). The Series A Holders shall as promptly as practicable provide the Company with all reasonable information concerning them which is reasonably necessary to be included in the Proxy Statement. Parent covenants The Company and agrees the Series A Holders shall as promptly as practicable correct any information provided by them for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect such that the information provided by the Company and the Series A Holders for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy Statement or any amendment or supplement thereto is filed with and at the SEC or is first mailed to Parent’s stockholderstime of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. The Company covenants and agrees that the information provided by or on behalf of the Company shall take all steps necessary to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof file with the SEC, and on the response to SEC any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, Statement as to correct the case may be, shall promptly inform the other Parties thereof same and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement as corrected to comply with be disseminated to the Company’s stockholders, in each case to the extent required by applicable federal and state securities laws requirementslaw.

Proxy Statement. (a) As The Company will, as promptly as practicable after practicable, prepare and file with the date SEC a proxy statement and form of this Agreementproxy in connection with the vote of the Company's shareholders with respect to the Scheme, the Parties shall prepareCapital Reduction Resolution, and Parent shall such other resolutions, if any, as may be brought before the shareholders at the Court Meetings and the Extraordinary Meeting (such proxy statement together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Company's shareholders, is called the "PROXY STATEMENT"). The Company will use all commercially reasonable efforts to cause the Proxy Statement to be filed mailed to shareholders of the Company at the earliest practicable date following the giving by the High Court of directions in that respect, shall request the Depositary in writing to notify holders of the ADRs of the Court Meetings and the Extraordinary Meeting and to mail the Proxy Statement to the holders of the ADRs, and shall use all commercially reasonable efforts to hold the Court Meetings and the Extraordinary Meeting as soon as practicable following those directions. The Proxy Statement will, when prepared pursuant to this Section 6.2 and mailed to the Company's shareholders, comply in all material respects with the SEC, applicable requirements of the Exchange Act. The Proxy Statement shall not include any untrue statement (other than written statements supplied by Buyer in writing specifically for inclusion in the Proxy Statement, as to which the Company shall not be responsible) of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. Parent covenants and agrees that The written statements supplied by Buyer specifically for inclusion in the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain shall not include 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on In the Proxy Statement, to the extent that such recommendations are consistent with the fiduciary obligations of the Board of Directors of the Company and to the extent permitted by applicable laws, including all amendments the Companies Acts 1963-1990 of Ireland, the Company's Board of Directors shall state that it recommends that the Company's shareholders approve the Scheme and supplements thereto, the Capital Reduction Resolution. The Proxy Statement shall be reviewed and approved by Buyer and Buyer's counsel prior to the filing thereof with the SEC, and on the response to any comments mailing of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the such Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement Company's shareholders, such approval not to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, the Parties shall prepareCompany, in consultation with Parent, will prepare and Parent shall cause to be filed file with the SEC, 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. The Company agrees, as to information supplied by the Company, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, and Parent covenants agrees, as to information supplied by Parent and agrees that its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement will notthat such information, at the time date the Proxy Statement is mailed, (as amended or supplemented) at the time of the Company Stockholders Meeting and the Effective Time, will not be false or misleading with respect to any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersmaterial fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were are made, not misleading. The Company covenants and agrees As promptly as reasonably practicable after any comments are received from the SEC thereon (or upon notice from the SEC that the information provided by or on behalf of no such comments will be made), the Company to Parent for inclusion shall, in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statementsconsultation with Parent, as the case may be) will not contain prepare and file any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinamendments to, and the Company makes no covenantdefinitive, representation or warranty with respect to statements made in the Proxy Statement (and with the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion thereinSEC. The Company and its legal counsel shall be given reasonable opportunity to review and comment on will notify Parent promptly upon the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to receipt of any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of from the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and in connection with the filing of of, or amendments or supplements to, the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs which is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall Company will promptly inform the other Parties thereof Parent of such occurrence and shall cooperate will, in consultation with such other Parties in filing such amendment or supplement Parent, file with the SEC andor its staff, if appropriate, in mailing such amendment or supplement and/or mail to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent stockholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayedsupplement. The Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement thereto prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company shall each use commercially reasonable efforts also promptly provide Parent with copies of any correspondence received from the SEC, and shall permit representatives of Parent to participate in any telephone call with the SEC which discusses comments made by the staff. Subject to Section 5.3(d), the Company will cause the Proxy Statement to comply be mailed to its stockholders as promptly as reasonably practicable after the definitive Proxy Statement is filed with applicable federal and state securities laws requirementsthe SEC.

Proxy Statement. (a) As If the approval of this Agreement by the Company’s Shareholders is required by applicable Legal Requirements in order to consummate the Merger, the Company shall, as promptly as practicable after following the date later of this Agreementthe Acceptance Time and the expiration of any subsequent offering period provided in accordance with Rule 14d-11 under the Exchange Act, the Parties shall prepare, prepare and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed file with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to shall: (i) cause the Proxy Statement to comply in all material respects with the applicable rules requirements of the Exchange Act and regulations promulgated by the SEC and to with all other applicable Legal Requirements, (ii) respond promptly to any comments of received from the SEC or its staff. Parent shall use commercially reasonable efforts to , and (iii) cause the Proxy Statement to be mailed to Parentthe Company’s stockholders shareholders as promptly as practicable after practicable. The Company shall give Parent a reasonable opportunity to comment on the resolution of Proxy Statement, any correspondence with the SEC or its staff (including any staff comments and on the filing of the Definitive Proxy Statement. Each Party shall promptly furnish ) or any proposed material to be included in or with the Proxy Statement prior to transmission to the other Party all information concerning such Party SEC or its staff and such Party’s Affiliates and such Party’s stockholders that shall not, except as may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to under the Exchange Act, transmit any such document or material to which Parent reasonably objects. The Company shall respond promptly to any comments received from the SEC or its staff with respect to the Proxy Statement, and shall correct promptly any information in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. If the solicitation of the Company’s shareholders is required, the Company shall use commercially reasonable efforts to solicit, from the holders of Company Common Stock, proxies in favor of this Agreement and the Merger. If at any time prior to the Shareholders Meeting there shall occur any event that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform prepare such an amendment or supplement and, after obtaining the other Parties thereof and shall cooperate with such other Parties in filing consent of Parent to such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written (which consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent ), shall each use commercially reasonable efforts promptly transmit such amendment or supplement to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsCompany’s shareholders.

Proxy Statement. (a) As Company will promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall prepare or cause to be filed with the SEC, prepared the Proxy Statement, and further agrees to provide any information reasonably requested by Parent for the preparation of any applications necessary to consummate the transactions contemplated hereby. Company shall afford Parent a reasonable opportunity to review all such applications and all amendments and supplements thereto before the filing thereof. Company covenants and agrees that that, with respect to the information relating to Company, the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed comply in all material respects with the SEC or is first mailed to Parent’s stockholdersprovisions of applicable law, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading. The Company covenants misleading and agrees that the information provided by or on behalf of the Company to Parent for inclusion will correct any statement in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty earlier communication with respect to statements made in the Proxy Statement (and solicitation of proxies for the letter Company’s Shareholders’ Meeting which has become false or misleading. If at any time prior to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company Shareholders’ Meeting any fact or on behalf of the event relating to Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect Affiliates which should be set forth in a supplement to statements made in the Proxy Statement (should be discovered by Company or should occur, Company shall, promptly after becoming aware thereof, inform Parent of such fact or event. Company will use its commercially reasonable efforts to assist Parent in obtaining all approvals or consents of Governmental Entities necessary to effect the Merger and the letter transactions contemplated herein. Notwithstanding anything to stockholdersthe contrary stated above, notice prior to filing or mailing the Proxy Statement or any other filing with the SEC required in connection with the transactions contemplated hereby (or, in each case, any amendment to supplement thereto) or responding to any comments of meeting and form of proxy included therewith), if any, other than the SEC with respect to thereto, the information provided by party responsible for filing or on behalf of mailing such document shall provide the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable 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 Proxy Statementother party; provided, including all amendments and supplements theretohowever, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the party responsible for filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which document shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts liable for the comments included at the request of such other party to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsextent such comments consist of information provided by such other party.

Proxy Statement. (a) As promptly In connection with the Company Stockholders’ Meeting, if any, as soon as practicable after following the date of this AgreementAppointment Time, the Parties Company and Parent shall jointly prepare, and Parent the Company shall cause to be filed 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, Parent and Merger Sub, as the case may be, shall furnish all information concerning the Company, Parent and Merger Sub as the other party or parties hereto, as the case may be, may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Law, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent covenants a reasonable opportunity to review and agrees comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or would not include any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that , the party which discovers such information provided by shall promptly notify the other party or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statementsparties hereto, as the case may be) will not contain any untrue statement of a material fact , and an appropriate amendment or omit supplement to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable law, disseminated 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 and the rules of Nasdaq. For purposes of this Agreement, the letter to stockholders, notice of meeting meeting, proxy statement and form of proxy included therewith)and any other soliciting material, if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partystatement, as the case may be, shall promptly inform to be distributed to stockholders in connection with the other Parties thereof Merger (including any amendments or supplements) and shall cooperate with such other Parties in filing such amendment or supplement any schedules required to be filed with the SEC and, if appropriate, in mailing such amendment or supplement connection therewith are collectively referred to Parent’s stockholders. No filing of, or amendment or supplement to, as the “Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsStatement.”

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, Parent (i) will prepare and Parent shall cause to be filed file with the Securities and Exchange Commission (the "SEC, the Proxy Statement. Parent covenants and agrees that ") the Proxy Statement will (as defined below) relating to the Stockholders' Meeting to be held to consider approval of this Agreement and the transactions contemplated hereby and (ii) mail the Proxy Statement to its stockholders. The Proxy Statement to be sent to the stockholders of Parent in connection with the Stockholders' Meeting (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement") shall not, at the time date the Proxy Statement (or any amendment or supplement thereto is filed with the SEC or thereto) is first mailed to stockholders of Parent’s stockholders, and at the time of the Stockholder's Meeting, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made thereintherein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders' Meeting which shall have become false or misleading. Any information provided by the Purchaser to Parent which is included in the Proxy Statement shall not, on the date provided to Parent, contain any statement which, at the time and in light of the circumstances under which they were it was made, not misleading. The Company covenants and agrees that the information provided by is false or on behalf of the Company misleading with respect to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements any material fact, or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit which omits to state any material fact required to be stated therein or necessary in order to make such information the statements therein not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation false or warranty with respect misleading or necessary to statements made correct any statement in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than earlier communication with respect to the information provided by solicitation of proxies for the Stockholders' Meeting which shall have become false or on behalf misleading. The Proxy Statement shall comply in all material respects as to form with the requirements of the Company or any Securities Exchange Act of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on 1934, as amended (the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC"Exchange Act"), and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder.

Proxy Statement. (a) As promptly soon as reasonably practicable after following the date of this Agreement, the Parties shall prepareCompany shall, with the assistance and Parent shall cause approval (not to be filed unreasonably withheld or delayed) of Parent, prepare and file with the SEC, SEC the Proxy Statement. Parent covenants Parent, Merger Sub and agrees that the Company will cooperate and consult with each other in the preparation of the Proxy Statement Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will not, at furnish to the time 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 or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 misleadingStatement. The Company covenants and agrees that the information provided by or on behalf of the Company shall use its reasonable best efforts to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than resolve all SEC comments with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules as promptly as practicable after receipt thereof and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parentthe Company’s stockholders Stockholders as promptly soon as practicable after the resolution of SEC staff comments Proxy Statement is cleared by the SEC, and the filing of Company will use its reasonable best efforts to cause such mailing to occur prior to August 14, 2008. However, the Definitive Proxy StatementStatement shall not be mailed unless (x) the Additional Financing Commitment shall have been obtained and accepted by Parent, a copy thereof shall have been provided to the Company and any fees owing to the applicable lender upon such acceptance shall have been paid by Parent or an affiliate thereof or (y) Parent and the Company shall each have waived the requirement in clause (x) above. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If of Parent, Merger Sub or and the Company agrees to correct any information provided by it for use in the Proxy Statement that shall have become aware false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent and Merger Sub of the receipt of any event or information that, pursuant comments from the SEC with respect to the Exchange ActProxy 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 correspondence between the Company and its Representatives, should be disclosed in an amendment or supplement on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementAgreement (and in any event within twenty-five (25) Business Days after the date hereof, unless Parent otherwise consents to an extension, such consent not to be unreasonably withheld, conditioned or delayed), the Parties Company shall prepare, prepare and Parent shall cause to be filed with the SECSEC a preliminary proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Parent covenants The Company agrees that, assuming Parent’s compliance with the last sentence of this Section 6.1(a), at the date of mailing to the Company Stockholders and agrees that at the time of the Company Stockholders’ Meeting, (i) the Proxy Statement will notcomply in all material respects with the applicable provisions of the Exchange Act, at and (ii) none of the time information supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances circumstance under which they were made, not misleading. The Parent and Merger Sub shall furnish to the Company covenants all information reasonably requested in connection with the preparation of the Proxy Statement, and agrees that each of Parent and Merger Sub agree that, at the information provided by or on behalf date of mailing to the Company Stockholders and at the time of the Company to Stockholders’ Meeting, none of the information supplied by Parent or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statement therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, as soon as practicable after the date consummation of this Agreementthe Offer, the Parties Company shall, subject to the prior review and approval of Parent and Purchaser (which approval shall prepare, not be unreasonably withheld) prepare and Parent file with the SEC the Proxy Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder. The Company shall cause obtain and furnish the information required to be filed with the SEC, included in the Proxy Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent covenants and agrees which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother party, and the Company makes no covenant, representation an appropriate amendment or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the supplement describing such information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. Except upon a Change of Recommendation, (a) As promptly the Company shall take all action necessary in accordance with applicable Law and its articles of incorporation and bylaws and Nasdaq rules to call, give notice of, convene and hold a meeting of the Company’s shareholders (including any adjournment or postponement thereof, the “Company Shareholders Meeting”) as soon as is reasonably practicable after for the date purpose of approving this Agreement and the Merger, and (b) in connection with the Company Shareholders Meeting, as soon as is reasonably practicable the Company, in cooperation with Parent, shall prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement, solicit the Parties shall prepareshareholders’ approval of the Agreement and Merger, and Parent shall cause furnish the information required to be filed provided to the shareholders of the Company pursuant to the WBCA and the Exchange Act; provided, that, if upon the date initially fixed for the Company Shareholders Meeting, the conditions set forth in Section 7.1(b) have not been met, the Company may reschedule or adjourn the Company Shareholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions; and provided further, that upon Parent’s reasonable request, the Company shall postpone the Company Shareholders Meeting for the purpose of soliciting additional shareholder proxies to be voted at the Company Shareholder Meeting. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement. Parent covenants , and agrees that any amendment to the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the and related SEC or is first mailed Nasdaq filings, to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Proxy StatementStatement and related materials, including all amendments and supplements any proposed amendment or supplement thereto, prior to filing, and the filing thereof with Company shall in good faith consider such comments for inclusion in the Proxy Statement and/or related materials. The Company shall give Parent prompt notice of any comments on the Proxy Statement received by the SEC, and on the response to any comments of the SEC on the Proxy StatementCompany, prior to the filing or submission thereof in consultation with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the respond to SEC andcomments, if appropriate, in mailing such amendment or supplement to Parentany. So long as the Company’s stockholders. No filing of, or amendment or supplement toboard of directors shall not have effected a Change of Recommendation, the Proxy Statement will be made by Parent, in each case, without shall include the prior written consent recommendation of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause ’s board of directors that the Proxy Statement to comply with applicable federal and state securities laws requirementsCompany’s shareholders approve this Agreement.

Proxy Statement. (a) As promptly soon as reasonably practicable after the date execution of this Agreement, the Parties shall prepareCompany, and Parent shall cause to be filed in cooperation with the SECBuyer, shall prepare and file with the SEC the Proxy Statement. Parent covenants and agrees that Without limiting the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement generality 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect each of Buyer and Merger Sub will furnish to statements made in the Proxy Statement (Company the information relating to it required by the Exchange Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by thereunder to be set forth in the SEC and to Proxy Statement. The Company shall respond promptly to any comments of or requests for additional information from the SEC or its staff. Parent staff as soon as reasonably practicable after receipt of any such comments or requests, and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as its shareholders promptly as practicable after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff comments or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (x) the Company shall promptly furnish provide the Buyer with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and shall reasonably consider all comments reasonably proposed by the Buyer and (y) to the other Party extent practicable, the Company and its outside counsel shall permit the Buyer and its outside counsel to participate in all information concerning such Party communications with the SEC and such Party’s Affiliates its staff (including all meetings and such Party’s stockholders that may be required telephone conferences) relating to the Proxy Statement, this Agreement or reasonably requested in connection with any action of the transactions contemplated by this Agreement. Subject to Section 5.16.1(b), the Proxy Statement shall include the Company Board Recommendation and a copy of the Fairness Opinion. If Parent, Merger Sub or at any time prior to the Company become aware of Effective Time any event shall occur, or fact or information thatshall be discovered, pursuant to the Exchange Act, that should be disclosed set forth in an amendment of or a supplement to the Proxy Statement, then such Partythe Buyer or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence, and shall cooperate the Company shall, in accordance with such other Parties the procedures set forth in filing this Section 6.2, prepare and file 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, in mailing cause such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, be distributed to the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement (and in any event, no later than thirty (30) days after the date of this Agreement, or such other date as may be agreed by the Parties parties), the parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or and/or the Company Interim Financial Statements as included on the Company Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.15.6, including that the Company shall use reasonable best efforts to promptly provide the financial statements required for inclusion in the Proxy Statement under applicable securities law and the rules and regulations of the SEC. If Parent, Merger Sub Transitory Subsidiary or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after execution of this Agreement, the Company shall prepare and file the Proxy Statement, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary 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 promptly to Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary 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. As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement has been cleared by the SEC, the Proxy Statement. Parent covenants and agrees that Company shall mail the Proxy Statement will not, at to the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 shareholders of the circumstances under which they were madeCompany. Prior to the date of approval of the Merger by the Company's shareholders, not misleading. The Company covenants each of the Company, Parent and agrees that the Merger Subsidiary shall correct promptly any information provided by or on behalf of the Company it to Parent for inclusion be used specifically in the Proxy Statement (including that shall have become false or misleading in any material respect and the Company Audited Financial Statements or shall take all steps necessary to file with the Company Interim Financial Statements, as the case may be) will not contain SEC any untrue statement of a material fact or omit amendment to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (so as to correct the same and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the amended Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent Shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall in each use commercially reasonable efforts case to cause the Proxy Statement to comply with extent required by applicable federal and state securities laws requirementslaw.

Proxy Statement. (a) As Parent and the Company shall cooperate and promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent the Company shall cause to be filed file with the SECCommission as soon as practicable, a proxy statement with respect to the Company Meeting (the "Proxy Statement"), which 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 shall use all reasonable efforts, and Parent covenants and agrees that will cooperate with the Company, to have the Proxy Statement will notcleared by the Commission as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the Commission with respect to the Proxy Statement to Parent and advise Parent of any oral comments with respect to the Proxy Statement received from the Commission. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent makes no covenant, representation will be deemed to have been supplied by Parent and information concerning or warranty with respect related to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect Meeting shall be deemed to statements made in have been supplied by the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion thereinCompany. The Company and its legal counsel shall be given will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Statement prior to filing such amendment or supplement with the SEC andCommission, if appropriate, in mailing and will provide Parent with a copy of all such filings made with the Commission. No amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will shall be made by without the approval of Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. Chyron shall prepare and, prior to the end of the day on April 1, 2013, file with the SEC, a proxy statement for the solicitation of the approval of its stockholders describing this Agreement, the Stock Sale and the transactions contemplated hereby and thereby (a) As the "Chyron Proxy Statement"). The Chyron Proxy Statement shall contain the recommendation of the board of directors of Chyron that its stockholders approve the Stock Sale and this Agreement and the conclusion of the Board of Directors of Chyron that the terms and conditions of the Stock Sale are fair to and in the best interests of its stockholders. Chyron shall ensure that the Chyron Proxy Statement conforms in all respects with all applicable laws. Chyron shall send the Chyron Proxy Statement to certain of its stockholders as promptly as practicable after possible following the date of this Agreement, Agreement and the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Chyron Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, shall not (i) contain any untrue statement of a that is false or misleading with respect to any material fact or fact, (ii) 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 are made, not false or misleading. The Company covenants and agrees that the information provided by , or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beiii) will not contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication that has become false or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent Chyron makes no covenantrepresentation, representation warranty or warranty covenant with respect to statements made any information supplied by Hego that is contained in any of the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on foregoing documents. The information provided by or on behalf of Hego to Chyron specifically for inclusion in the Company or any of its Representatives Chyron Proxy Statement, including without limitation the Hego Financial Statements and related disclosure provided for inclusion therein, and the Company makes no covenant, representation shall not (i) contain any statement that is false or warranty misleading with respect to any material fact, (ii) omit to state any material fact necessary in order to make the statements made therein, in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf light of the Company circumstances under which they are made, not false or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing ofmisleading, or amendment (iii) omit to state any material fact necessary to correct any statement in any earlier communication that has become false or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsmisleading.

Proxy Statement. (a) As promptly as reasonably practicable after following the date execution of this Agreement, the Parties shall Company shall, with the assistance of Parent, prepare, and Parent shall cause to be filed the Company shall, as promptly as reasonably practicable following the No-Shop Period Start Date, file with the SEC, a proxy statement relating to the adoption of this Agreement by the stockholders of the Company (as amended or supplemented from time to time, in accordance with this Section 8.2, the “Proxy Statement”). Parent and the Company shall cooperate with one another in connection with the preparation of the Proxy Statement and Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation of the Proxy Statement, including such information that is required by the Exchange Act to be set forth in the Proxy Statement. Parent covenants and agrees that Each of the parties will cause the information to be supplied by it for inclusion in the Proxy Statement will notStatement, at the time of the mailing of the Proxy Statement or any amendment amendments or supplement thereto is filed with supplements thereto, and at the SEC or is first mailed time of the Company Stockholders’ Meeting, not to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall each use commercially reasonable efforts to cause respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement, and to have the Proxy Statement to comply with the applicable rules and regulations promulgated cleared by the SEC and to respond as promptly to any comments of the SEC or its staffas reasonably practicable after such filing. Parent The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s the stockholders of the Company as promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made is cleared by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsSEC.

Proxy Statement. The Company shall cause a Proxy Statement with respect to the Shareholders Meeting (aor Shareholders Consent, if applicable) As promptly at which the shareholders of the Company will be asked to vote upon and approve this Agreement and the Merger and the transactions contemplated hereby to be mailed to the Company’s shareholders as soon as practicable after and in any event no later than one business day following the date Signing Date. The Proxy Statement shall include the unanimous recommendation of the Company’s board of directors that the shareholders of the Company vote in favor of the approval of this AgreementAgreement and the Merger. The term “Proxy Statement” shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly mailed (understanding that an information statement would not involve the solicitation of proxies). Parent will provide the Company with any information that may be reasonably requested in order to effectuate the preparation and mailing of the Proxy Statement pursuant to this Section 5.6. The Company will provide Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its mailing and shall include in such document or response all comments reasonably proposed by Parent. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parties Company or Parent, as the case may be, will promptly inform the other party of such occurrence and the Company shall prepare, mail to the shareholders of the Company such amendment or supplement. Each of Parent and the Company shall cooperate and the Company shall provide Parent shall cause (and its counsel) with a reasonable opportunity to be filed with the SEC, review and comment on any amendment or supplement to the Proxy Statement. Parent covenants The information provided and agrees that to be provided by Parent, Sub and the Company, respectively, for use in the Proxy Statement will notshall not contain, at on the time date the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parentthe Company’s stockholdersshareholders and on the date of the Shareholders Meeting (or Shareholders Consent, contain if applicable), 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. The Company covenants , and agrees that the Company, Parent and Sub each agree to correct any information provided by or on behalf of the Company to Parent it for inclusion use in the Proxy Statement (including the Company Audited Financial Statements which shall have become false or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state misleading in any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsrespect.

Proxy Statement. (a) As Subject to Section 4.2, as promptly as reasonably practicable after following the date of this Agreementhereof, the Parties Company shall prepareprepare and file with the SEC the Proxy Statement, which shall include the Recommendation and shall promptly notify Parent of the receipt of all written comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, provide to be filed with the SEC, Company such information as the Company may reasonably request for inclusion in the Proxy Statement. Subject to Section 4.2, the Company and Parent covenants shall each use its commercially reasonable efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and agrees the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or would not include any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The , the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company covenants with the SEC and agrees that the information provided disseminated by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly If approval of the holders of Common Shares is required by applicable Law in order to consummate the Merger other than pursuant to Section 10-19.1-100 of the North Dakota Act, as soon as practicable after following the date of this AgreementAcceptance Time, the Parties shall prepareCompany shall, in consultation with Parent, prepare and file with the SEC, a proxy statement, letter to stockholders, notice of meeting and form of proxy that will be provided to the holders of Company Shares in connection with the solicitation of proxies for use at the Company Stockholders’ Meeting, and Parent shall cause any schedules required to be filed with the SECSEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”); provided that, the foregoing notwithstanding, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC and shall make all reasonable changes to the Proxy Statement as Parent shall request. Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Parent covenants and agrees that Subject to applicable Law, the Company shall use its reasonable best efforts to cause the Proxy Statement will notto be disseminated to the holders of Common Shares as promptly as practicable following the filing thereof with the SEC. The Company shall cause the Proxy Statement to, at when filed with the time SEC, comply as to form in all material respects with all applicable federal securities Laws. On the date the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe holders of Common Shares and at the time of the Company Stockholders’ Meeting, the parties hereto will cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no covenant, agreement, representation or warranty is made by any party hereto with respect to information supplied by any other party or any of such party’s Subsidiaries for inclusion or incorporation by reference in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and making all reasonable changes requested by Parent. The Company covenants shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and agrees responses thereto, or requests by the SEC or its staff for additional information in connection therewith, and shall provide copies of all written comments and summaries of any other material communications that the information provided by Company or on behalf of its counsel receives from the SEC or its staff with respect to the Proxy Statement, and the Company shall consult in good faith with Parent prior to responding to any such comments and shall make all reasonable changes as Parent for inclusion shall request. 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 (including so that the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will Proxy Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required party or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyparties, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent holders of the Company, which shall not be unreasonably withheld, conditioned or delayedCommon Shares. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement Statement, as so amended or supplemented, to comply as to form and substance in all material respects with the applicable requirements of all applicable federal and state securities laws requirementsLaws.

Proxy Statement. (a) As The Company shall, as soon as practicable following the date hereof prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent and Sub shall use their reasonable best efforts to respond as promptly as practicable after to any comments of the date of this Agreement, the Parties SEC with respect thereto. The Company shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will notensure that, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting (as defined below), or at the time of any amendment or supplement thereof, the information (except for information furnished to the Company by or on behalf of Parent’s stockholders, ) contained in the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Parent shall ensure that, at the time the Proxy Statement is filed with the SEC or mailed to the Company’s stockholders or at the time of the Company covenants and agrees that Stockholders Meeting, or at the time of any amendment or supplement thereof, the information provided contained in the Proxy Statement and furnished to the Company by or on behalf of Parent (as indicated to the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may bewriting) will 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 such information the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding The Company shall notify Parent promptly of the foregoing, Parent makes no covenant, representation receipt of any comments from the SEC or warranty with respect its staff and of any request by the SEC or its staff for amendments or supplements to statements made in the Proxy Statement (or for additional information and the letter to stockholders, notice shall supply Parent with copies of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of all correspondence between the Company or any of its Representatives for inclusion thereinrepresentatives, on the one hand, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff, on the other hand, with respect to the Proxy Statement. Parent The Company shall use commercially its reasonable best efforts to cause the Proxy Statement to be mailed to Parentthe Company’s stockholders as promptly as practicable after filing with the resolution of SEC staff comments and SEC, but in no event later than five (5) days following the filing of the Definitive definitive Proxy Statement. Each Party shall promptly furnish to Statement with the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1SEC. If Parent, Merger Sub or at any time prior to receipt of the approval of this Agreement by the affirmative vote of the holders of Company become aware of Stockholder Approval there shall occur any event or information that, pursuant to the Exchange Act, that should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform the other Parties thereof prepare and shall cooperate with mail to its stockholders such other Parties in filing such an amendment or supplement with supplement. Notwithstanding anything to the SEC andcontrary stated above, if appropriate, in prior to filing or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parentor any other filing required in connection with the transactions contemplated hereby (or, in each case, without the prior written consent any amendment or supplement thereto) or responding to any comments of the CompanySEC with respect thereto, which the party responsible for filing or mailing such document shall not be unreasonably withheldprovide the other party an opportunity to review and comment on such document or response and, conditioned unless there has been a Subsequent Determination and termination in accordance with the termination provisions hereof, shall include in such document or delayedresponse comments reasonably proposed by the other party. The Company and Parent shall each use commercially reasonable efforts Subject to cause Section 5.2(c), the Proxy Statement shall contain a recommendation from the Company Board of Directors that the stockholders of the Company vote to comply with applicable federal and state securities laws requirementsadopt this Agreement.

Proxy Statement. (a) As The Company shall promptly as practicable after notify Parent of the date receipt of this Agreement, any comments of the Parties shall prepare, and Parent shall cause SEC with respect to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at and of any request by the time the Proxy Statement or SEC for any amendment or supplement thereto is filed with the SEC or is first mailed for additional information and shall promptly provide to Parent’s stockholders, contain any untrue statement Parent copies 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. The Company covenants and agrees that the information provided by or on behalf of all correspondence between the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or and/or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than SEC with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion thereinProxy Statement. The Company and Parent shall each use its legal counsel shall be given reasonable opportunity best efforts to review and comment on promptly provide responses to the SEC with respect to all comments received in respect of the Proxy Statement, including all amendments Statement by the SEC and supplements thereto, prior to the filing thereof promptly resolve such comments with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as reasonably practicable after the resolution of date the SEC staff advises that it has no further comments and thereon or that the filing of Company may commence mailing the Definitive Proxy Statement. Each Party The Company shall promptly furnish ensure that the Proxy Statement complies as to form in all material respects with the provisions of the Exchange Act (and the rules and regulations promulgated thereunder). If at any time prior to the other Party all information concerning such Party and such Party’s Stockholders Meeting, any fact, event or circumstance relating to the Company or Parent or any of their respective Affiliates and such Party’s stockholders that may be required is discovered by the Company or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any which such fact, event or information thatcircumstance is required, pursuant to the Exchange Act, should to be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as (i) the case may be, applicable party shall promptly inform the other Parties thereof parties hereto and (ii) the Company shall cooperate with such other Parties in filing such amendment promptly amend or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal include disclosure of such fact, event or circumstance. Each of Parent, Merger Subsidiary and state securities laws requirementsthe Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become materially false or misleading.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, The Trust has prepared and Parent shall cause to be filed with the SEC--------------- SEC a proxy statement to solicit proxies in connection with the meeting of the shareholders of the Trust referred to in Section 7.2 (the form of definitive ----------- such proxy statement, together with any amendments thereof or supplements thereto, mailed to the shareholders of the Trust in connection with such meeting is herein referred to as the "Proxy Statement"). A true and complete copy of the Proxy Statement (and all exhibits thereto) filed with the SEC has been and to the extent amended will be delivered to Starwood Mezzanine and SOFI IV promptly when available. The Trust will cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the respective rules and regulations thereunder and will cause the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time of its mailing or delivery to the Proxy Statement or any amendment or supplement thereto is filed with shareholders of the SEC or is first mailed Trust and at the time of the meeting referred to Parent’s stockholdersabove, contain to not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading. The Company covenants and agrees ; provided, however, that the information provided by or on behalf of foregoing shall not apply to the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain extent -------- ------- that any such untrue statement of a material fact or omit omission to state any a material fact was made by the Trust in reliance upon and in conformity with information concerning Starwood Mezzanine, SOFI IV and their partners or representatives or the Interests for inclusion in the Proxy Statement. Each of Starwood Mezzanine and SOFI IV shall, and shall cause their representatives to, furnish the Trust all information concerning themselves and their partners and the Interests reasonably required for use in the Proxy Statement. If, at any time prior to the Closing Date, any event should occur which is required to be stated therein described in an amendment of, or necessary in order to make such information not misleading. Notwithstanding the foregoinga supplement to, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior the Trust will cause such event to the filing thereof with the SECbe so described, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement shall be promptly filed with the SEC and, if appropriateas required by law, disseminated to any shareholders of the Trust. Starwood Mezzanine and SOFI IV and their partners will cooperate fully in mailing connection with such amendment or supplement supplement, including supplying any and all information with respect to Parent’s stockholders. No filing ofStarwood Mezzanine, or SOFI IV, and their partners and the Interests which is necessary to prepare any such amendment or supplement tosupplement. The Proxy Statement includes many proposals for shareholder approval in addition to the transaction contemplated hereby. Subject to the last sentence of Section 7.2, the Proxy Statement will be made by Parent, in each case, Trust shall not amend or delete any of ----------- proposals relating to the transactions contemplated hereby without the prior written consent approval of both Starwood Mezzanine and SOFI IV, it being understood that shareholder approval of all such proposals (without any amendments thereto objectionable to Starwood Mezzanine or SOFI IV, notwithstanding the Company, which last sentence of Section 7.2) ----------- shall not be unreasonably withheld, conditioned or delayed. The Company a condition to the obligation of Starwood Mezzanine and Parent shall each use commercially reasonable efforts SOFI IV to cause close the Proxy Statement to comply with applicable federal and state securities laws requirementstransactions contemplated hereby.

Proxy Statement. (a) As B2B, IVAX and Diagnostics will cooperate with each --------------- other in order to promptly as practicable after prepare the date of this Agreement, Proxy Statement and to file the Parties shall prepare, and Parent shall cause to be filed Proxy Statement with the SEC, Commission as soon as practicable. IVAX shall furnish all information concerning IVAX or Diagnostics as may be reasonably required in connection with the preparation of the Proxy Statement. Parent covenants and agrees that B2B shall cause the Proxy Statement will notto comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and all other applicable Laws, and each Party shall ensure that none of the information that it furnishes for inclusion in the Proxy Statement will, at (a) the time the Proxy Statement (or any amendment or supplement thereto is filed with the SEC or thereto) is first mailed to Parent’s stockholdersthe stockholders of B2B or (b) the time of the special meeting of the stockholders of B2B as contemplated by Section 5.7, 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. The Company covenants and agrees that the information provided Unless required by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statementsapplicable Law, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Statement shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement be filed with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, Commission without the prior written consent approval of the CompanyIVAX, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent B2B shall each use commercially reasonable efforts to cause promptly advise IVAX 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. B2B shall take all actions required to comply with be taken under any applicable federal and state or securities laws requirementsLaws to permit the issuance of the B2B Common Stock pursuant to the Merger.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent MTS shall cause to be filed with the SEC, the Proxy Statement. Parent MTS covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to ParentMTS’s stockholders, shareholders 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent MTS for inclusion in the Proxy Statement (including the Company Audited Financial Statements Financials, description of the Company’s business, risk factors and any other disclosure deemed required or advisable by the Company Interim Financial Statements, as the case may beParties) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent MTS makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its their Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments . Each of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Parties shall use make commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of by the SEC or its staffCompanies Law and regulations promulgated thereunder. Parent MTS shall use make commercially reasonable efforts to cause the Proxy Statement to be mailed to ParentMTS’s stockholders as promptly as practicable after shareholders in accordance with the resolution of applicable rules and regulations promulgated by the SEC staff comments and under the filing of the Definitive Proxy StatementCompanies Law and regulations promulgated thereunder. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If ParentMTS, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to ParentMTS’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders.

Proxy Statement. (a) As promptly as practicable Promptly after the date of this Agreementhereof, the Parties Seller shall prepare, and Parent shall cause to be filed with the SEC, prepare the Proxy Statement. Parent covenants Seller shall send Purchaser and agrees that its attorneys drafts of the Proxy Statement, and afford them reasonable opportunity to comment thereon. Seller shall file the Proxy Statement with the Commission. In connection with the foregoing, (a) the Seller will not, at comply with the time requirements of the Exchange Act and the rules and regulations of the Commission thereunder applicable to the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and (b) each of Seller and Purchaser shall furnish such information for inclusion in the Proxy Statement relating to it and its Affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be necessary to ensure that the statements regarding each of Seller and Purchaser and their respective Affiliates, as applicable, and such transactions contained in the Proxy Statement (as it may be amended or any amendment supplemented) will not on the date such Proxy Statement is mailed or supplement thereto is filed with on the SEC date of the Special Meeting or is first mailed to Parent’s stockholderson the Closing Date, 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 in which they were made, not misleading. The Company covenants and agrees that Proxy Statement shall include the information provided by or on behalf recommendation of the Company to Parent for inclusion Seller's Board of Directors in favor of the Proxy Statement (including sale and purchase of the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (Shares and the letter to stockholderstransactions provided for herein, notice of meeting and form of proxy included therewith), if any, based on information provided unless otherwise required by or on behalf the fiduciary duties of the Company or any directors under applicable law as determined by the Seller's Board of its Representatives for inclusion therein, Directors and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof accordance with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested procedures for termination set forth in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements10.01(b)(v) hereof.

Proxy Statement. (a) As promptly soon as practicable after the date of this Agreementhereof, the Parties Seller shall prepareprepare a proxy statement, which shall be reasonably acceptable to counsel to the Purchaser, to take shareholder action on the Merger and Parent shall cause to be filed this Agreement (the "Proxy Statement"), file the Proxy Statement with the SEC, respond to comments of the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record (as of the applicable record date) of shares of Seller Common Stock. The Seller shall provide the Purchaser with reasonable opportunity to review and comment upon the contents of the Proxy Statement. Parent The Seller represents and covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or and any amendment or supplement thereto is filed thereto, at the date of mailing to shareholders of the Seller and the date of the Shareholder Meeting, will be in material compliance with all relevant rules and regulations of the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (The Purchaser and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on Purchaser Sub shall furnish the Seller with all information provided by or on behalf of concerning the Company or any of its Representatives for inclusion therein, Purchaser and the Company makes no covenant, representation or warranty Purchaser Sub as the Seller may reasonably request in connection with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement. To the extent not prohibited by the Association of Independent Certified Public Accountants, including all amendments and supplements thereto, prior the Seller shall cause to be delivered to the filing thereof with Purchaser letters of procedures from the SECSeller's independent certified public accountants, and on (i) dated the response to any comments date of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause mailing of the Proxy Statement to comply with the applicable rules Seller's shareholders and regulations promulgated by delivered on such date and (ii) dated a date not earlier than five business days preceding the SEC Closing Date (as defined in Section 7.1) and addressed to respond promptly the Purchaser and delivered on or prior to any comments the Closing Date, concerning such matters as are customarily covered in transactions of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action type contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementshereby.

Proxy Statement. (a) As Subject to applicable Law, as promptly as reasonably practicable after the date of this Agreement, SEC or its staff advises that it has no further comments on the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement or that the SEC, Company may commence mailing the Proxy Statement. Parent covenants and agrees that , the Company shall use its reasonable best efforts to cause the Proxy Statement will notto be mailed to the shareholders of the Company. No filing of, at or amendment or supplement to the time Proxy Statement shall be made by the Company, and no response to any comments of the SEC or its staff with respect thereto shall be submitted by the Company, without providing Parent a reasonable opportunity to review and comment thereon and giving due consideration to inclusion in the Proxy Statement or any such response comments reasonably proposed by Parent. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholdersProxy Statement, contain so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, mailed to the shareholders of the Company. The Company covenants and agrees that the information provided by or on behalf shall notify Parent promptly of the Company receipt of any comments from the SEC or the staff of the SEC with respect to Parent for inclusion in the Proxy Statement (including and of any request by the Company Audited Financial Statements SEC or the Company Interim Financial Statements, as staff of the case may be) will not contain any untrue statement of a material fact SEC for amendments or omit supplements to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (or for additional information. The Company shall respond promptly to any comments or requests from the SEC or the staff of the SEC and the letter to stockholders, notice shall supply Parent with copies of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of all correspondence between the Company or any of its Representatives for inclusion thereinRepresentatives, on the one hand, and the Company makes no covenantSEC or the staff of the SEC, representation or warranty with respect to statements made in on the Proxy Statement (and the letter to stockholdersother hand, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly The Proxy Statement shall comply as practicable after to form in all material respects with the date applicable provisions of this Agreement, the Parties Exchange Act and the rules and regulations thereunder. The Company shall prepareuse its best efforts, and Parent shall cause to be filed the Holder will cooperate with the SECCompany, the Proxy Statement. Parent covenants and agrees that to have the Proxy Statement will notcleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments Statement and supplements thereto, any amendment or supplement thereto prior to the filing thereof such with the SEC, and on will provide the response to any comments Holder with a copy of the SEC on the Proxy Statement, prior to the filing or submission thereof all such filings made with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an No amendment or supplement to the Proxy Statement, then such Party, as information supplied by the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties Holder for inclusion in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will shall be made by Parent, in each case, without the prior written consent approval of the Companysuch Holder, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements11 4.6.

Proxy Statement. The Company shall use commercially reasonable efforts to promptly prepare and file with the SEC the proxy statement of the Company with respect to the Special Meeting (athe "PROXY STATEMENT") As promptly as practicable after and obtain and furnish the date of this Agreement, the Parties shall prepare, and Parent shall cause information required to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that included by it in the Proxy Statement will notand, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof. The Company shall, as promptly as practicable, provide to Purchaser copies of any written comments received from the SEC with respect to the Proxy Statement and advise Purchaser of any oral comments with respect to the Proxy Statement received from the SEC. Purchaser agrees that none of the information supplied or to be supplied by Purchaser for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersSpecial Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the Company Audited Financial Statements or time of mailing thereof and at the Company Interim Financial Statementstime of the Special Meeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For purposes of the foregoing, Parent makes no covenant, representation it is understood and agreed that information concerning or warranty with respect related to statements made in the Proxy Statement (Purchaser or Sub will be deemed to have been supplied by Purchaser and the letter information concerning or related to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity deemed to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated have been supplied by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. As soon as reasonably practicable (aand in any event within twenty (20) As promptly as practicable business days) after the date execution of this Agreement, the Parties Company shall prepareprepare and file with the SEC a proxy statement that complies in form with applicable SEC requirements, for use in connection with the solicitation of proxies from the Company Stockholders in favor of the adoption of this Agreement and the approval of the Merger at the Company Stockholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement”). If, at any time prior to the Company Stockholders Meeting, any event or information should be discovered by the Company that should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Parent. The Company shall (i) give Parent a reasonable prior opportunity to comment on any filing of or amendment or supplement to the Proxy Statement and on any comments by the SEC and (ii) include in such document or response all comments reasonably proposed by Parent. The Company shall cause to be filed promptly advise Parent of any oral or written requests for amendment of the Proxy Statement or information with respect thereto or comments thereon by the SEC, and shall consult with Parent prior to making any responses thereto. The Company shall respond promptly and in good faith to all comments from the SEC and shall otherwise use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable. Subject to Section 4.3, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger. The Company shall cause the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto that it is filed with the SEC or is first mailed to Parent’s stockholdersthe stockholders of the Company and at the time of the Company Stockholders Meeting, to comply with applicable SEC requirements and to 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees , except that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty covenant with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided supplied in writing by or on behalf of the Company or any of its Representatives Parent for inclusion or incorporation for reference therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as reasonably practicable after following the date execution of this Agreement, MIC shall, with the Parties shall assistance of Parent, prepare, and Parent shall cause to be filed MIC shall, as promptly as reasonably practicable following the date hereof, file with the SEC, a proxy statement relating to the approval by the stockholders of MIC, on a binding, advisory basis, of this Agreement and the transactions contemplated hereby, including the Merger (as amended or supplemented from time to time, the “Proxy Statement”). For the avoidance of doubt, the Proxy Statement may include such other proposals as MIC determines are reasonably necessary for the consummation of the Reorganization, the MIC Sale or any Alternative MIC Sale. MIC shall cause the Proxy Statement to comply in all material respects with the applicable requirements of the Exchange Act. Parent and MIC shall cooperate with one another in connection with the preparation of the Proxy Statement and Parent shall furnish all information concerning Parent and Merger Sub as MIC may reasonably request in connection with the preparation of the Proxy Statement, including such information that is required by the Exchange Act to be set forth in the Proxy Statement. Each of MIC and Parent covenants and agrees that will cause the information relating to MIC, the Company, Parent or Merger Sub, as applicable, to be supplied by it for inclusion in the Proxy Statement will notStatement, at the time of the mailing of the Proxy Statement or any amendment amendments or supplement thereto is filed with supplements thereto, and at the SEC or is first mailed time of the MIC Stockholders’ Meeting, not to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants Parent and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel MIC shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall each use commercially reasonable efforts to cause respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement to comply with and have the applicable rules and regulations promulgated Proxy Statement cleared by the SEC and to respond as promptly to any comments of the SEC or its staffas reasonably practicable after such filing. Parent MIC shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s the stockholders of MIC as promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made is cleared by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedSEC. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.76

Proxy Statement. (a) As The Company shall promptly prepare and file with the SEC as soon as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement, which shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent covenants The Company shall use its best efforts, and agrees that the Holder will cooperate with the Company, to have the Proxy Statement will notcleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written 10 comments received from the SEC with respect to the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments Statement and supplements thereto, any amendment or supplement thereto prior to the filing thereof such with the SEC, and on will provide the response to any comments Holder with a copy of the SEC on the Proxy Statement, prior to the filing or submission thereof all such filings made with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an No amendment or supplement to the Proxy Statement, then such Party, as information supplied by the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties Holder for inclusion in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will shall be made by Parent, in each case, without the prior written consent approval of the Companysuch Holder, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information previously supplied or to be filed supplied by the Company for inclusion in Parent’s proxy statement in connection with the SEC, transactions contemplated by this Agreement (such proxy statement as amended or supplemented is referred to herein as the “Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, ”) shall not contain at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersand at the time it becomes effective under the Securities Act, 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, therein not misleading. The Company covenants and agrees that the information provided to be supplied by or on behalf of the Company to Parent for inclusion in the proxy statement to be delivered to Parent’s stockholders in connection with the meeting of Parent’s stockholders to consider the approval of this Agreement (the “Parent Stockholders’ Meeting”) shall not contain, on the date the Proxy Statement (including is first mailed to Parent’s stockholders, and at the Company Audited Financial Statements or time of the Company Interim Financial StatementsParent Stockholders’ Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such the information and, accordingly, the resulting statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding ; or omit to state any material fact necessary to correct any information provided by the foregoing, Parent makes no covenant, representation or warranty Company in any earlier communication with respect to statements made in the Proxy Statement (and solicitation of proxies for the letter Parent Stockholders’ Meeting which has become false or misleading. If at any time prior to stockholdersthe Effective Time, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of any event relating to the Company or any of its Representatives for inclusion thereinAffiliates, and officers or managers should be discovered by the Company makes no covenantwhich should be, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf reasonable opinion of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy StatementCompany, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested set forth in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or a supplement to the Proxy Statement, then such Party, as the case may be, Company shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable (and in no event later than thirty-five (35) days after the date of this Agreement), the Parties Company shall prepare, in consultation with Parent, and Parent shall cause to be filed file the Proxy Statement in preliminary form with the SEC. Unless the Company Board has made an Adverse Recommendation Change in accordance with Section 6.03, the Company shall include the Company Board Recommendation in the Proxy Statement. Each of the Company, Parent, Intermediate Merger Subsidiary, and Merger Subsidiary shall furnish all information concerning itself and its Affiliates that is required to be, or that is customarily, included in proxy statements prepared in connection with the transaction of the type contemplated by this Agreement. If, at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Intermediate Merger Subsidiary, Merger Subsidiary, or any of their respective Affiliates, officers or directors is discovered by the Company or Parent covenants and agrees that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will would 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 made therein, in the light of the circumstances under which they are or were made, not misleading, the party that discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother parties hereto, and the Company makes no covenant, representation shall take all steps necessary to amend or warranty with respect to statements made in supplement the Proxy Statement (as appropriate and to cause the letter Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, notice of meeting in each case as and form of proxy included therewith), if any, other than with respect to the information provided extent required by or on behalf of the Company or any of its Representatives for inclusion thereinApplicable Law. The Company shall give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof such documents with the SEC, SEC or disseminating them to stockholders of the Company and on the response to shall consider any comments proposed by Parent and its counsel in good faith. Upon receipt of any comments from the SEC on or its staff related to the Proxy Statement, prior the Company shall (a) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to (or any comments of amendment or supplement thereto) received from the SEC or its staff. , (b) provide Parent shall use commercially and its counsel a reasonable efforts opportunity to cause review and comment on the Proxy Statement Company’s proposed response to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff such comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party (c) consider in good faith any comments proposed by Parent and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsits counsel.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that When the Proxy Statement will not, at (the time the "Proxy Statement or any amendment or supplement thereto is filed Statement") to be distributed to stockholders in connection with the SEC Merger shall first be mailed or is first mailed distributed to Parent’s stockholderssuch stockholders (the "Mailing Date"), 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. The Company covenants and agrees that the information provided by or on behalf of with respect to the Company to Parent for inclusion and the Company Subsidiaries set forth in the Proxy Statement (including a) will comply in all material respects with the Company Audited Financial Statements or provisions of the Company Interim Financial StatementsSecurities Exchange Act of 1934, as amended (the case may be"Exchange Act"), and the General Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder and (b) will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any statements or omissions as described in this clause (b) with respect to which, prior to the Mailing Date, the Company shall have requested in writing any addition or modification to the Proxy Statement which shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such addition or modification shall have been made by the Company prior to the Mailing Date. At all times subsequent to the Mailing Date up to and including the Effective Time of the Merger, the information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made the Company and the Company Subsidiaries set forth in the Proxy Statement and all amendments and supplements thereto (i) will comply in all material respects with the provisions of the Exchange Act and the letter to stockholders, notice of meeting General Rules and form of proxy included therewith), if any, based on information provided by or on behalf Regulations of the Company Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any of its Representatives for inclusion therein, and the Company makes no covenant, representation statements or warranty omissions as described in this clause (ii) with respect to statements made in which, after the Proxy Statement (Mailing Date and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect prior to the information provided by or on behalf Effective Time of the Merger, the Company shall have requested in writing any supplement to or any amendment of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements theretowhich shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such supplement or amendment shall have been made by the Company prior to the filing thereof with the SEC, and on the response to any comments Effective Time of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsMerger.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Seller shall prepare and file with the Parties shall prepareSEC under the Exchange Act a proxy statement and form of proxy (such proxy statement, together with any amendments or supplements thereto (the “Proxy Statement”)) relating to the shareholders’ meeting and Parent shall cause the vote of the shareholders of Seller with respect to the sale of the Business to Buyer and any other matters to be filed voted on at the shareholder meeting. Seller will cause the Proxy Statement to comply as to form in all material respects with the SECapplicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. Upon the request of Seller, Buyer shall promptly furnish to the Seller all information about itself and its business and operations as is required to be included in the Proxy Statement. Parent covenants Each of Buyer and Seller agrees promptly to correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material 45 respect, and Seller further agrees to take all steps necessary to amend or supplement the Proxy Statement. Each of Buyer and Seller agrees that the information provided by it for inclusion in the Proxy Statement will notand each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersshareholders meeting, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by Seller shall deliver a draft or on behalf drafts of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company Buyer and its legal counsel shall be given and provide Buyer and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, such draft or drafts prior to filing the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssame.

Proxy Statement. (a) As In connection with the Company Shareholders’ Meeting, if any, as soon as reasonably practicable following the Appointment Time, the Company shall prepare and file with the SEC, a proxy statement for use in connection with the solicitation of proxies from the Company Shareholders in connection with the Merger and the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Company, Parent and Merger Sub, as the case may be, shall furnish all information concerning the Company, Parent and Merger Sub as the other party or parties hereto, as the case may be, may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If the adoption of this Agreement by the Company Shareholders is required by applicable Law, the Company shall cause the Proxy Statement to be mailed in accordance with applicable Law to the Company Shareholders as of the record date established for the Company Shareholders’ Meeting as promptly as reasonably practicable after the date on which the SEC (or the staff of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, ) confirms that it has no further comments on the Proxy Statement. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Company, Parent covenants and agrees or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or would not include any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required party or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyparties hereto, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedCompany Shareholders. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable federal requirements of the Exchange Act and state securities laws requirementsthe rules of NASDAQ.

Proxy Statement. (a) As promptly soon as practicable after following the date execution of this Agreement, the Parties shall prepareCompany shall, and Parent shall cause to be filed in cooperation with the SECParent, prepare and file with the SEC the Proxy Statement; provided, however, that the Company shall give to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall take into good faith consideration all of the Parent’s reasonable comments to each version of or amendment to the Proxy Statement. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Parent covenants promptly upon the receipt of any comments from the SEC or its staff or any other government officials and agrees of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Prior to mailing the Proxy Statement, or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide the Parent with a reasonable opportunity to review and comment on such document or response and shall consider Parent’s comments in good faith. The Company shall 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. The Company shall ensure that the Proxy Statement (a) will not, at on the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or date it is first mailed to Parent’s stockholdersstockholders of the Company and at the time of the Company 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants misleading and agrees (b) will comply as to form in all material respects with the applicable requirements of the Exchange Act; provided that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes shall have no covenant, representation or warranty obligation with respect to statements made in the Proxy Statement (and with respect to the letter to stockholders, notice of meeting and form of proxy included therewith), if any, Parent or Merger Sub based on information provided supplied in writing by or on behalf of the Company Parent or any of its Representatives Merger Sub specifically for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or Statement. Whenever any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement event occurs which is required to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Partythe Parent or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent stockholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. 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 later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act and permitted hereby, the Company shall prepare and file with the SEC a proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the Proxy Statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholders' Meeting, and any schedules required to be filed with the SEC in connection therewith (a) As collectively, as amended or supplemented, the "Proxy Statement"). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable after the date of this Agreement, SEC clears the Parties shall prepare, and Parent Proxy Statement. The Company shall cause to be the Proxy Statement, when filed with the SEC, to comply as to form in all material respects with the Proxy Statementapplicable requirements of the Exchange Act. Parent covenants and agrees that the Proxy Statement will not, at At the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersthe Company Stockholders and at the time of the Company Stockholders' Meeting, the Company will cause the Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by the Company with respect to information supplied by Parent or Merger Sub or any of their respective officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and comment thereon. The Company covenants shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and agrees that responses thereto, or requests by the SEC or its staff for additional information provided by or on behalf of 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 for inclusion which should be set forth in an amendment or supplement to the Proxy Statement (including so that the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will Proxy Statement would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to notify the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required party or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Partyparties hereto, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedCompany Stockholders. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply as to form and substance in all material respects with the applicable federal requirements of the Exchange Act and state securities laws requirementsthe NYSE.

Proxy Statement. (a) As promptly as reasonably practicable after the date execution of this AgreementAgreement (and, the Parties in any case, within twenty (20) Business Days), Seller shall prepare, prepare and Parent shall cause to be filed file with the SEC, SEC a proxy statement relating to the approval by the shareholders of Seller of this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and Seller and Purchaser shall use their respective commercially reasonable efforts to cooperate with each other in connection with the preparation of the Proxy Statement. Parent covenants Seller and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent Purchaser shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond as promptly as reasonably practicable to any comments of received from the SEC or its staff. Parent staff concerning the Proxy Statement and Seller shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders the shareholders of Seller as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statementany such comments. Each Party Purchaser shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that as may be required or reasonably requested by Seller in connection with any action contemplated by this Section 5.1. If Parentthe preparation, Merger Sub or the Company become aware filing and distribution of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No no filing of, or amendment or supplement to, the Proxy Statement Statement, or any response to any comments of the SEC with respect thereto, will be made by ParentSeller, in each casecase without providing Purchaser a reasonable opportunity to review and comment thereon. If at any time prior to the Closing any information relating to Purchaser, without or any of its Affiliates, directors or officers, should be discovered by Seller which should be set forth in an amendment or supplement to the prior written consent Proxy Statement, so that such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the Companycircumstances under which they are made, which not misleading, Seller shall not promptly notify Purchaser and an appropriate amendment or supplement describing such information shall be unreasonably withheldpromptly filed with the SEC and, conditioned to the extent required by Applicable Law or delayedthe SEC, disseminated to the shareholders of Seller. The Company and Parent Seller shall each use commercially reasonable efforts notify Purchaser promptly of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements to cause the Proxy Statement or for additional information and shall supply Purchaser with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to comply with applicable federal and state securities laws requirementsthe Proxy Statement or the sale of the Purchased Assets.

Proxy Statement. (a) As promptly as reasonably practicable after following the date of this Agreementhereof, the Parties Company shall prepare, prepare and Parent shall cause to be filed file (no later than the tenth Business Day following the date hereof) with the SEC, the SEC a preliminary Proxy Statement. Parent covenants , together with a form of proxy, with respect to the Company Stockholders' Meeting at which the stockholders of the Company will be asked to vote upon and agrees that approve this Agreement and the Merger and shall use its commercially reasonable efforts to have the Proxy Statement will not, at and form of proxy cleared by the time SEC as soon as practicable following the date the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s the Company's stockholders as soon as practicable following the date the form of proxy is cleared by the SEC. Parent will provide promptly the Company with any information that may be reasonably requested in order to effectuate the preparation and filing of the Proxy Statement. The Company will provide Parent and its counsel with a reasonable opportunity to review the Proxy Statement prior to its filing. The Company will respond as promptly as practicable after to, and provide Parent and its counsel with a reasonable opportunity to participate in the resolution Company's response to, any comments from the SEC and will notify Parent upon the receipt of any comments from the SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment amendments or supplement supplements to, the Proxy Statement will be made by Parent, in each case, without and shall provide Parent with all correspondence between the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsStatement.

Proxy Statement. (a) As promptly as reasonably practicable after (and in no event later than three weeks) following the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC the proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) in preliminary form in connection with seeking the adoption of this Agreement by the stockholders of the Company and shall use its reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement. Parent covenants and agrees Merger Sub shall provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) and on all written responses to requests for additional information by and replies to written comments of the SEC staff, and shall consider in good faith including in such document comments proposed by Parent, prior to filing of the Proxy Statement (including each amendment or supplement thereto) with, or mailing any such response or replies to, the SEC. The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If at any time prior to the Effective Time, any information should be discovered by any Party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not, at the time the Proxy Statement or would not include any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoingother Parties hereto and, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided extent required by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statementapplicable Law, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to describing such information shall be promptly filed by the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement Company with the SEC and, if appropriateto the extent required by applicable Law, in mailing such amendment or supplement disseminated by the Company to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent stockholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. Stockmans shall provide to Company such information with respect to Stockmans, Stockmans Bank and their respective businesses and such assistance as may be reasonably necessary to permit Company to file with the SEC a registration statement (athe “S-4 Registration Statement”) As promptly as practicable after covering the date issuance of the shares of Company Common Stock required hereby (including a proxy statement to be used by Stockmans and Company to 44 solicit proxies from their respective shareholders for meetings at which Stockmans shareholders will be asked to consider and vote on the principal terms of this AgreementAgreement (in its definitive form, the Parties shall prepare“Proxy Statement”)). Stockmans agrees, as to itself and Parent shall cause any Stockmans Subsidiary, that none of the information supplied or to be filed with supplied by it or any Stockmans Subsidiary for inclusion or incorporation by reference in (i) the SEC, the Proxy Statement. Parent covenants S-4 Registration Statement and agrees that the Proxy Statement will notany amendment or supplement thereto will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement or and any amendment or supplement thereto is filed will, at the date of mailing to shareholders and at the time of the Stockmans shareholder meeting to be held in connection with the SEC or is first mailed to Parent’s stockholdersHolding Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Stockmans and Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder.

Proxy Statement. The Company shall use commercially reasonable efforts to promptly prepare and file with the SEC the proxy statement of the Company with respect to the Special Meeting (athe "PROXY STATEMENT") As promptly as practicable after and obtain and furnish the date of this Agreement, the Parties shall prepare, and Parent shall cause information required to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that included by it in the Proxy Statement will notand, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof. The Company shall, as promptly as practicable, provide to Purchaser copies of any written comments received from the SEC with respect to the Proxy Statement and advise Purchaser of any oral comments with respect to the Proxy Statement received from the SEC. Purchaser agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersSpecial Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent Purchaser for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the Company Audited Financial Statements or time of mailing thereof and at the Company Interim Financial Statementstime of the Special Meeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For purposes of the foregoing, Parent makes no covenant, representation it is understood and agreed that information concerning or warranty with respect related to statements made in the Proxy Statement (Purchaser or Sub will be deemed to have been supplied by Purchaser and the letter information concerning or related to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity deemed to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated have been supplied by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after Upon the date execution of this Agreement, Seller will promptly prepare and file with the Parties shall prepareSEC a preliminary proxy statement intended, after satisfaction of all comments of the SEC staff, to be sent to shareholders of Seller soliciting their adoption and approval of this Agreement and the transactions contemplated hereby (the “Proxy Statement”). Seller will use its reasonable commercial efforts to submit the preliminary proxy materials to the SEC within ten (10) Business Days after the Execution Date. Buyer will have reasonable opportunity not to exceed two (2) Business Days to review and comment upon Seller’s proxy solicitation materials, and Parent Seller shall cause use commercially reasonable efforts to be filed accept Buyer’s comments to the extent consistent with relevant rules and regulations of the SEC. Seller will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any requests by the SEC or its staff for amendments or supplements to the Proxy Statement, or for additional information, and will supply Buyer with copies of all correspondence between Seller and the SEC or its staff with respect to the Proxy Statement. Parent covenants Seller shall use its commercially reasonable efforts to respond to and agrees that satisfy any comments of the SEC and to file a definitive Proxy Statement will not, with the SEC and mail such definitive Proxy Statement to Seller’s shareholders at the earliest practicable time consistent with Seller’s compliance with Rule 14a-13 of the SEC and other applicable law and Buyer satisfying its obligations under Section 5.16 and any actions of Seller permitted under Section 5.7. Seller will use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Other than information provided by Buyer, which shall remain subject to the representation and warranty contained in Section 4.6, the information included in the Proxy Statement or any amendment or supplement thereto is filed other definitive proxy materials at the time of filing thereof with the SEC or is first mailed to Parent’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees Seller will use its reasonable commercial efforts (giving due consideration to the fact that the information provided by or on behalf time is of the Company essence under the circumstances and the time reasonably required to Parent for inclusion solicit proxies, comply with Rule 14a-13 of the SEC and other applicable law and any re-circulation or other actions Seller believes reasonably necessary under the rules and regulations of the SEC and applicable law), to take all action necessary in accordance with the Certificate of Incorporation and Bylaws of Seller to convene a meeting of Seller’s shareholders to consider adoption and approval of the transactions contemplated by this Agreement as soon as reasonably possible and before the Closing Date Deadline. Seller shall, as of the Execution Date, have in its possession and shall have disclosed to Buyer a fairness opinion by an investment banker engaged by Seller with respect to the transaction contemplated hereby and such opinion shall be and remain incorporated into the Proxy Statement (including unless and until such time as said investment banker notifies Seller that it is withdrawing such opinion. On the Company Audited Financial Statements Execution Date Seller’s Board of Directors shall take action to recommend that the transaction contemplated hereby be approved by Seller’s shareholders and such recommendation shall be and remain incorporated into the Proxy Statement unless and until such time as Seller’s Board of Directors withdraws said recommendation based, after consultation with counsel, upon a reasonable belief that such action is required by its fiduciary duty under applicable law. Seller shall promptly notify Buyer of an omission of a material fact or the Company Interim Financial Statements, as the case may be) will not contain any an untrue statement of a material fact which is contained, should have been contained or omit to state any material fact required to should be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made contained in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect except to the extent of information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing ofprovided, or amendment or supplement towhich should have been provided, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsBuyer.

Proxy Statement. As promptly as practicable following the date of this Agreement (aany in any event within thirty (30) As days), the Company shall prepare and file with the SEC the Proxy Statement in preliminary form. The Company may not file the Proxy Statement or any Other Filing with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company will give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel. Each of the Company and Parent shall prepare and file with the SEC all Other Filings, if any, that are required pursuant to applicable Law to be filed by such party in connection with the Merger, and the Company shall cause the Proxy Statement (and all other proxy materials) to be mailed to the Shareholders as promptly as practicable after the date earlier of this Agreement(x) receiving notification that the SEC or its staff is not reviewing the Proxy Statement, (y) the Parties shall prepareexpiration of the 10-day period after filing of the preliminary Proxy Statement, and Parent shall cause in the event the SEC has failed to affirmatively notify the Company within such period that it will or will not be filed with reviewing the SECProxy Statement, or (z) the conclusion of any SEC or staff review of the Proxy Statement. Parent covenants and agrees that If necessary to comply with applicable Law, after the Proxy Statement will notshall have been mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. On the date of filing, the date of mailing to the Shareholders (if applicable) and at the time of the Company Shareholder Meeting, neither the Proxy Statement or nor any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, Other Filing will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given Affiliates, on the one hand, and Parent, MergerSub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement or any Other Filing without first providing the other party a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SECsuch written communication, and each party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other parties or their respective counsel. The Company, on the response to any comments of the SEC one hand, and Parent and MergerSub, on the Proxy Statementother hand, prior to will advise the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated other, promptly after it receives notice thereof, of any receipt of a request by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts staff for (i) any amendment or revisions to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution or any Other Filing; (ii) any receipt of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with from the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, its staff on the Proxy Statement will be made or any Other Filing; or (iii) any receipt of a request by Parent, the SEC or its staff for additional information in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsconnection therewith.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information previously supplied or to be filed with the SEC, the Proxy Statement. supplied by Parent covenants and agrees that for inclusion in the Proxy Statement will not, shall not contain at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC and at the time it becomes effective under the Securities Act, any untrue statement of a material fact or is first mailed omit to Parent’s stockholdersstate any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the time it becomes effective, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereintherein not misleading, except to the extent that information provided to the Parent by the Company is contained therein and such information, as provided to the Parent by the Company, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in light of order to make the circumstances under which they were made, statements therein not misleading. The Company covenants and agrees that the information provided to be supplied by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including to be delivered to Parent’s stockholders in connection with the Company Audited Financial Statements or Parent Stockholders’ Meeting shall not contain, on the Company Interim Financial Statementsdate the Proxy Statement is first mailed to Parent’s stockholders, as and at the case may be) will not contain time of the Parent Stockholders’ Meeting, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they are made, not false or misleading. Notwithstanding the foregoing, ; or omit to state any material fact necessary to correct any statement provided by Parent makes no covenant, representation or warranty in any earlier communication with respect to statements made in the Proxy Statement (and solicitation of proxies for the letter Parent Stockholders’ Meeting which has become false or misleading. If at any time prior to stockholdersthe Effective Time, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company any event relating to Parent or any of its Representatives for inclusion thereinAffiliates, and the Company makes no covenant, representation officers or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, managers should be disclosed discovered by Parent which should be set forth in an amendment or a supplement to the Proxy StatementStatements, then such Party, as the case may be, Parent shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly soon as practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a proxy statement and related materials with respect to the Merger and the other transactions contemplated hereby (collectively, including all amendments or supplements thereto, the “Proxy Statement”). Parent covenants and agrees The Company shall ensure that the Proxy Statement will not, at complies as to form in all material respects with the time applicable provisions of the Exchange Act. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of all written comments, and advise Parent of all oral comments, with respect to the Proxy Statement received from the SEC. If, at any time prior to the Effective Time, any information relating to the Company, its Subsidiaries or any of their respective officers or directors should be discovered by Parent or the Company that should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholders, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees , then the party that discovers such information shall promptly notify the information provided other party hereto and, to the extent required by or on behalf of Law, the Company shall promptly file with the SEC and disseminate to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements its shareholders an appropriate amendment or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make supplement describing such information not misleadinginformation. Notwithstanding the foregoing, Parent makes no covenant, representation prior to filing or warranty with respect to statements made in mailing the Proxy Statement (and the letter or any amendment or supplement thereto) or responding to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf any comments of the Company or any of its Representatives for inclusion thereinSEC with respect thereto, and the Company makes no covenant, representation or warranty shall (i) provide Parent with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Parent proposes. On the Proxy Statementdate of their filing or delivery, including the Company shall provide Parent with a copy of all amendments and supplements thereto, prior to the filing thereof with the SECsuch filings with, and on the response to any comments of the SEC on the Proxy Statementall such responses delivered to, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, no filing of amendment or supplement (including by incorporation by reference) to the Proxy Statement to comply with shall be made without the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments approval of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause The information to be filed with supplied by the SEC, Company for inclusion in Parent’s proxy statement (such proxy statement as amended or supplemented is referred to herein as the “Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, ”) shall not at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholdersand at the time it becomes effective under the Securities Act, 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, therein not misleading. The Company covenants and agrees that the information provided to be supplied by or on behalf of the Company to Parent for inclusion in the proxy statement to be sent in connection with the meeting of Parent’s stockholders to consider the approval of this Agreement (the “Parent Stockholders’ Meeting”) shall not, on the date the Proxy Statement (including is first mailed to Parent’s stockholders, and at the Company Audited Financial Statements or time of the Company Interim Financial StatementsParent Stockholders’ Meeting, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Parent Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Parent; provided, however, that if Parents fails to timely file such information not misleadingsupplement or fails to adequately disclose such additional information, that the Company shall have no liability whatsoever to Parent, Merger Sub or any of Parent’s or Merger Sub’s shareholders, Members, directors or officers. Notwithstanding the foregoing, Parent the Company makes no covenant, representation or warranty with respect to statements made any information supplied by Parent or any Person other than the Company which is contained in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf any of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsforegoing documents.

Proxy Statement. (a) If, following the consummation of the Offer (or, if applicable, any Subsequent Offering Period), the adoption of this Agreement by the Company Stockholders is required under the DGCL to consummate the Merger, the Company shall, as promptly as practicable after the consummation of the Offer, prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement. As promptly as practicable after comments are received from the date SEC thereon and after the furnishing by the Company and Parent of this Agreementall information required to be contained therein, the Parties Company shall, in consultation with Parent, prepare and the Company shall preparefile any required amendments to, and Parent shall cause to be filed the definitive, Proxy Statement with the SEC. The Company shall 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 consult with Parent regarding, and 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. Parent covenants and agrees that The Company shall use reasonable efforts to have the Proxy Statement will not, at cleared by the time SEC and shall thereafter mail to the Company Stockholders as promptly as possible the Proxy Statement or and all other proxy materials for such meeting. If at any time prior to the Company Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholders, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of , the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish prepare and mail to the other Party all information concerning its stockholders such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. Parent shall prepare and file with the SEC a proxy statement (athe “Proxy Statement”) As in preliminary form not later than fifteen (15) days after the end of the Due Diligence Period or at such other time as Parent and Buyer may agree, and shall provide Buyer a reasonable opportunity to review and comment on the Proxy Statement prior to its filing. Parent shall use its best efforts to resolve as promptly as practicable after any comments of the date of this Agreement, the Parties shall prepare, and SEC with respect thereto. Parent shall cause notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at or for additional information. Buyer shall have the time right to approve prior to filing the Proxy Statement or any amendment or supplement thereto is filed with thereto, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the SEC or is first mailed Closing Date, any information relating to Parent’s stockholders, contain the Buyer, any untrue statement Seller or any Property is discovered by Buyer or Parent 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 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. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party hereto discovering such information not misleading. Notwithstanding shall promptly notify the foregoingother parties and, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided extent required by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statementlaw, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to the Proxy Statement, then describing such Party, as the case may be, information shall be promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement filed with the SEC and, if appropriateto the extent required by law, in mailing such amendment or supplement disseminated to the stockholders of Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementWSB shall provide to Umpqua such information with respect to WSB, the Parties shall prepareWSB Banks and their respective businesses and such assistance as may be reasonably necessary to permit Umpqua to file with the SEC a registration statement (the “S-4 Registration Statement”) covering the issuance of the shares of Umpqua Common Stock required hereby (including a proxy statement to be used by Umpqua and WSB to solicit proxies from the shareholders of Umpqua and WSB for shareholder meetings at which those shareholders will be asked to consider and vote on this Agreement and the Holding Company Plan of Merger, and Parent shall cause the transactions contemplated hereby and thereby (in its combined, definitive form, the “Proxy Statement”)). WSB agrees, as to itself and any WSB Subsidiary, that none of the information supplied or to be filed with supplied by it or any WSB Subsidiary for inclusion or incorporation by reference in (i) the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy S-4 Registration Statement will notwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement or and any amendment or supplement thereto is filed will, at the date of mailing to stockholders and at the times of the meetings of stockholders of WSB and Umpqua to be held in connection with the SEC or is first mailed to Parent’s stockholdersHolding Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants WSB and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) Umpqua will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Proxy Statement or any amendments or supplements thereto are filed with the SEC, at the time the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is are first mailed to Parent’s stockholdersstockholders and at the time of the Parent Stockholder Meeting (defined below in Section 5.3(a)), 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. The Company covenants and agrees that the information provided by or on behalf of the Company or its Representatives to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements Company’s audited financial statements for the fiscal years ended 2023 and 2022 or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company Parent or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements theretothereto and all communications to and with the SEC, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or the SEC. Parent will promptly provide Company copies of all written and electronic communications to and from the SEC and written summaries of all SEC communications from the SEC, relating to the SECProxy Statement. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and SEC, to respond promptly to any comments of the SEC or its staffstaff and to clear any comments the SEC or its staff may have on the Proxy Statement as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after (i) all comments, if any, on the resolution of Proxy Statement are cleared by the SEC, or (ii) if the SEC or its staff does not have any comments and on the filing of the Definitive Proxy Statement, after 10 days after passed from the date of filing the preliminary Proxy Statement (as applicable, (i) or (ii), “Cleared Comments”). Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and applicable federal and state securities laws Laws requirements.

Proxy Statement. (a) As Parent and the Company shall cooperate and promptly prepare and the Company shall file with the SEC as soon as practicable after a proxy statement with respect to the date Company Shareholders Meeting (the "Proxy Statement"). The parties will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of this Agreement, the Parties Exchange Act and the rules and regulations thereunder. The Company shall prepareuse all reasonable efforts, and Parent shall cause to be filed will cooperate with the SECCompany, to have the Proxy StatementStatement cleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to Parent covenants and advise Parent of any verbal comments with respect to the Proxy Statement received from the SEC. The Company agrees that the Proxy Statement will not, at the time the Proxy Statement or any and each amendment or supplement thereto is filed with at the SEC or is first mailed to Parent’s stockholders, contain any time of mailing thereof and at the time of the Company Shareholders Meeting will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning Parent furnished to the Company by Parent specifically for use in the Proxy Statement. Parent agrees that the written information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by No amendment or on behalf of the Company supplement to Parent for inclusion in the Proxy Statement (including will be made by the Company Audited Financial Statements without the approval of Parent. The Company will advise Parent promptly 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. Whenever any event or condition affecting the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact Parent occurs that is required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall party will promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, and in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. The Company shall prepare and file with the SEC, subject to prior notice to Parent, as promptly as reasonably practicable after the date hereof, a preliminary Proxy Statement relating to the Merger. The Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC and Nasdaq. Prior to filing the Proxy Statement, or any dissemination thereof to the shareholders of the Company, and prior to responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response, which the Company shall consider in good faith. The Proxy Statement shall be in form and substance reasonably satisfactory to each of the Company, Parent and Merger Sub. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act to be included in the Proxy Statement. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall cause the Proxy Statement to be mailed to the Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (asubject to Section 5.2(d)) As to obtain the necessary approval of the Merger by its shareholders. The Company shall promptly notify Parent and Merger Sub upon the receipt of, and consult with Parent regarding, any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. If, at any time prior to the date Shareholders Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective affiliates, this AgreementAgreement or the Transactions (including the Merger), should be discovered by the Parties shall prepare, and Company or Parent shall cause which should be set forth in an amendment or supplement to be filed with the SEC, the Proxy Statement. Parent covenants and agrees , so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants , the party that discovers such information shall promptly notify the other party, and agrees that the an appropriate amendment or supplement describing such information provided shall be prepared by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on to the response extent required by applicable Law, disseminated to any comments the shareholders of the SEC on the Proxy Statement, prior Company. Subject to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to5.2(d), the Proxy Statement will be made by Parent, in each case, without shall include the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsBoard Recommendation.

Proxy Statement. (a) As promptly as reasonably practicable after the date hereof, the Company shall prepare and file with the SEC the Proxy Statement including the fairness opinion of Xxxxxx referred to in Section 4.21 above. Each of the parties shall furnish all information concerning itself that is required or customary for inclusion in the Proxy Statement. Each of the Company and DGAC shall use its reasonable best efforts to take, or cause to be taken, such actions as may be required to have the Proxy Statement declared effective under the Securities Act as promptly as practicable after the date of this Agreementhereof and shall take, the Parties shall prepare, and Parent shall or cause to be filed with the SECtaken, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue statement of a material fact or omit to state any material fact such action as may be required to be stated therein taken under applicable Blue Sky Laws in connection with the issuance of securities contemplated hereby. No representation, covenant or necessary agreement contained in order this Agreement is made by any party hereto with respect to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided supplied by or on behalf of the Company to Parent any other party hereto for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleadingStatement. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the The Proxy Statement (shall comply as to form in all material respects with the Securities Act and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholdersthereunder. No filing of, or amendment or supplement to, the Proxy Statement will be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of any request by Parentthe SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to DGAC or the Company, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in each caselight of the circumstances under which they were made, without not misleading, the prior written consent party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the holders of capital stock of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (ai) As promptly soon as reasonably practicable after following the date of this Agreement, and in any event within fifteen (15) Business Days after the Parties date hereof, the Company shall preparefile with the SEC a preliminary Proxy Statement. The Company shall include in the Proxy Statement the Company Recommendation, unless there has been a Change in Recommendation in accordance with Section 6.02(c). If the Company determines that it is required to file any document other than the Proxy Statement in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then, subject to Section 6.02, the Company will use its reasonable best efforts to promptly prepare and Parent shall cause to be filed file such Other Required Company Filing with the SEC, the Proxy Statement. Parent covenants and agrees that The Company shall cause the Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. The Company will notnot file the preliminary or definitive Proxy Statement, at the time the Proxy Statement any Other Required Company Filing, or any supplement or amendment thereto (or supplement thereto is filed any disclosure relating to the foregoing) with the SEC or is first mailed otherwise disseminate any of the foregoing without providing Parent and its counsel a reasonable opportunity in advance to Parent’s stockholdersreview and comment thereon, which comments shall be considered and discussed with Parent and its counsel by the Company and its counsel in good faith. On the date of filing, the date of mailing to the stockholders of the Company and at the time of the Company Meeting, the Company shall cause the Proxy Statement and all Other Required Company Filings not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements; provided, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding notwithstanding the foregoing, Parent makes no covenant, representation or warranty is made by the Company with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on any information provided supplied by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware any of any event their Affiliates for inclusion or information that, pursuant to the Exchange Act, should be disclosed incorporation by reference in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The any Other Required Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsFilings.

Proxy Statement. (a) As promptly as practicable Promptly after the date execution and delivery of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SEC, the SEC as soon as is reasonably practicable a preliminary Proxy Statement. Parent covenants , together with a form of proxy, with respect to the meeting of the Company's stockholders at which the stockholders of the Company will be asked to vote upon and agrees that approve this Agreement and the Merger and shall use all reasonable efforts to have the Proxy Statement will notand form of proxy cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. The term "Proxy Statement" shall mean such proxy or information statement at the time it initially is mailed to the Company's stockholders and all amendments or supplements thereto, if any, similarly filed and mailed. The information provided and to be provided by Parent, Purchaser and the Company, respectively, for use in the Proxy Statement or any amendment or supplement thereto is filed with shall, on the SEC or date the Proxy Statement is first mailed to Parent’s stockholdersthe Company's stockholders and on the date of the Special Meeting (as hereinafter defined), not contain any an 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 thereinsuch information, in light of the circumstances under which they were madeit was provided, not misleading. The Company covenants , and agrees that the Company, Parent and Purchaser each agree to correct any information provided by or on behalf of the Company to Parent it for inclusion use in the Proxy Statement (including the Company Audited Financial Statements which shall have become false or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state misleading in any material fact required to be stated therein or necessary in order to make such information not misleadingrespect. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the The Proxy Statement (and shall comply as to form in all material respects with all applicable requirements of federal securities laws. The Proxy Statement shall contain the letter to stockholders, notice recommendation of meeting and form the Board of proxy included therewith), if any, based on information provided by or on behalf Directors that the stockholders of the Company or any of its Representatives for inclusion therein, vote to adopt and approve the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (Merger and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsAgreement.

Proxy Statement. (a) As Parent and the Company shall cooperate and promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent the Company shall cause to be filed file with the SECSEC as soon as practicable, the Proxy Statement, which 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 shall use all reasonable efforts, and Parent covenants and agrees that will cooperate with the Company, to have the Proxy Statement will notcleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to Parent and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent makes no covenant, representation will be deemed to have been supplied by Parent and information concerning or warranty with respect related to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect Meeting shall be deemed to statements made in have been supplied by the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion thereinCompany. The Company and its legal counsel shall be given will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Statement prior to filing such amendment or supplement with the SEC andSEC, if appropriate, in mailing and will provide Parent with a copy of all such filings made with the SEC. No amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the information supplied by Parent for inclusion in the Proxy Statement will shall be made by without the approval of Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties Company, in cooperation with Parent, shall prepare, prepare and Parent shall cause to be filed file with the SEC, SEC the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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. The Company covenants and agrees that the information provided by or on behalf of the Company to (i) shall provide Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of with a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on a draft of the Proxy Statement before the Proxy Statement is filed with the SEC and (ii) shall consider in good faith including in the Proxy Statement all comments reasonably proposed by Parent in respect of the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to promptly respond promptly to any comments of the SEC or its staff. Parent staff concerning the Proxy Statement and shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders its shareholders as promptly as practicable after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any written comments from the SEC or its staff comments 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, upon the request of Parent, shall supply Parent with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the filing of SEC, or its staff or any other government officials, on the Definitive other hand, with respect to the Proxy Statement. Each Party The Company (i) shall promptly furnish provide Parent with a reasonable opportunity to review and comment on any responses to comments or inquiries by the SEC with respect to any filings of the Proxy Statement, (ii) shall consider in good faith including in such responses all comments reasonably proposed by Parent in respect of the filings and (iii) shall provide Parent and its counsel a reasonable opportunity to participate in any material discussions or meetings with the SEC or its staff with respect to such filings to the extent permitted by the SEC. The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by regulatory authorities under this Section 5.15.4 to comply in all material respects with all applicable requirements of Law, and to resolve all SEC comments with respect to the Proxy Statement. If Parent, Merger Sub or the Company become aware of Whenever any event or information that, pursuant occurs that is required to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy StatementStatement (including to correct any information that has become false or misleading), then such PartyParent or the Company, as the case may be, shall promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing such amendment or supplement with the SEC andor its staff or any other government officials, if appropriate, in and/or mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned such amendment or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Seller Parties shall prepareuse reasonable efforts to provide promptly to Zoom such information concerning its business affairs and financial statements as, and Parent in the reasonable judgment of Zoom or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, shall cause its counsel to be filed cooperate with Zoom’s counsel in the SEC, preparation of the Proxy Statement and shall request the cooperation of TCB Digital’s auditors in the preparation of the Proxy Statement. Parent covenants In addition, TCB Digital shall furnish to Zoom a completed directors and agrees that officers questionnaire for each Person specified in Section 7.8 of the Seller Party Disclosure Schedule (the “New Zoom Executive Officers and Directors”) as soon as practical, but no later than February 20, 2009. Following the Closing, Zoom shall cause each New Zoom Executive Officer and Director to become an executive officer and/or director of Zoom. None of the information provided in writing by or on behalf of the Seller Parties specifically for inclusion or incorporation by reference in the Proxy Statement will not, at the time the Proxy Statement is mailed or any amendment or supplement thereto is filed with delivered to the SEC or is first mailed to Parent’s stockholdersZoom stockholders and as of the Closing, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If any information provided by Seller Parties or the New Zoom Officers and Directors is discovered or any event occurs with respect to any of such individuals, or any change occurs with respect to the other information provided by Seller Parties included in the Proxy Statement which is required to be described in an amendment of, or a supplement to, the Proxy Statement so that such document does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf , Seller Parties shall notify Zoom promptly of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsevent.

Proxy Statement. (a) As promptly as reasonably practicable after following the date of this Agreement, Parent shall prepare and file with the Parties SEC a proxy statement in connection with the transactions contemplated by this Agreement (the “Proxy Statement”), and each of the Company and Parent shall, or shall preparecause their respective Affiliates to, prepare and file with the SEC all other documents to be filed by Parent with the SEC in connection with the Merger and other transactions contemplated hereby (the “Other Filings”) as required by the Exchange Act, and Parent and the Company shall cause to be filed cooperate with each other in connection with the SEC, the Proxy Statement. Parent covenants and agrees that preparation of the Proxy Statement and any Other Filings. Parent will not, at use its reasonable best efforts to have the time Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. Parent will use its reasonable best efforts to cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as reasonably practicable after the Proxy Statement is cleared by the staff of the SEC. Each party shall as promptly as reasonably practicable notify the other party of the receipt of any oral or written comments from the staff of the SEC on the Proxy Statement or any Other Filing. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on, (i) the draft of the Proxy Statement (including each amendment or supplement thereto is filed thereto) and any Other Filings and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Proxy Statement or any Other Filing with or sending such to the SEC, and each party will provide the other party with copies of all such filings made and correspondence with the SEC or is first mailed its staff with respect thereto. If at any time prior to Parent’s stockholdersthe Effective Time, contain any untrue statement information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement or any Other Filing so that the Proxy Statement or any Other Filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoingother parties hereto and, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided extent required by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statementapplicable Law, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an appropriate amendment or supplement to describing such information shall be promptly filed by the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement Company with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the case of the Proxy Statement will be made Statement, disseminated by Parent, in each case, without the prior written consent Company to the shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. ADSX and MAS shall cooperate and promptly prepare and MAS shall file with the SEC as soon as practicable a proxy statement with respect to the MAS Stockholders Meeting (a) As the "Proxy Statement"). The parties will cause the --------------- Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. MAS shall use all reasonable efforts, and ADSX will cooperate with MAS, to have the Proxy Statement cleared by the SEC as promptly as practicable after practicable. MAS shall, as promptly as practicable, provide copies of any written comments received from the date SEC with respect to the Proxy Statement to ADSX and advise ADSX of this Agreement, any material oral comments with respect to the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement received from the SEC, the Proxy Statement. Parent covenants and MAS agrees that the Proxy Statement will not, at the time the Proxy Statement or any and each amendment or supplement thereto is filed with at the SEC or is first mailed to Parent’s stockholders, contain any time of mailing thereof and at the time of the MAS Stockholders Meeting will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by MAS in reliance upon and in conformity with written information concerning ADSX furnished to MAS by ADSX specifically for use in the Proxy Statement. ADSX agrees that the written information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the MAS Stockholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company covenants Proxy Statement and agrees that any amendments or supplements thereto shall be approved by ADSX, which such approval shall not be unreasonably withheld, conditioned or delayed. ADSX shall assist MAS in the information provided by or on behalf preparation of the Company any pro forma financial statements required to Parent for inclusion be included in the Proxy Statement. MAS will advise ADSX promptly of any request by the SEC for amendment of the Proxy Statement (including or comments thereon and responses thereto or requests by the Company Audited Financial Statements SEC for additional information. Whenever any event or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact condition affecting MAS or omit to state any material fact ADSX occurs that is required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall party will promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing with the SEC or any other Governmental Authority, and in mailing to stockholders of MAS, such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. ADSX and MAS shall cooperate and promptly prepare and MAS shall file with the SEC as soon as practicable a proxy statement with respect to the MAS Stockholders Meeting (a) As the "Proxy Statement"). The parties will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. MAS shall use all reasonable efforts, and ADSX will cooperate with MAS, to have the Proxy Statement cleared by the SEC as promptly as practicable after practicable. MAS shall, as promptly as practicable, provide copies of any written comments received from the date SEC with respect to the Proxy Statement to ADSX and advise ADSX of this Agreement, any material oral comments with respect to the Parties shall prepare, and Parent shall cause to be filed with Proxy Statement received from the SEC, the Proxy Statement. Parent covenants and MAS agrees that the Proxy Statement will not, at the time the Proxy Statement or any and each amendment or supplement thereto is filed with at the SEC or is first mailed to Parent’s stockholders, contain any time of mailing thereof and at the time of the MAS Stockholders Meeting will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by MAS in reliance upon and in conformity with written information concerning ADSX furnished to MAS by ADSX specifically for use in the Proxy Statement. ADSX agrees that the written information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the MAS Stockholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company covenants Proxy Statement and agrees that any amendments or supplements thereto shall be approved by ADSX, which such approval shall not be unreasonably withheld, conditioned or delayed. ADSX shall assist MAS in the information provided by or on behalf preparation of the Company any pro forma financial statements required to Parent for inclusion be included in the Proxy Statement. MAS will advise ADSX promptly of any request by the SEC for amendment of the Proxy Statement (including or comments thereon and responses thereto or requests by the Company Audited Financial Statements SEC for additional information. Whenever any event or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact condition affecting MAS or omit to state any material fact ADSX occurs that is required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed set forth in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall party will promptly inform the other Parties thereof of such occurrence and shall cooperate with such other Parties in filing with the SEC or any other Governmental Authority, and in mailing to stockholders of MAS, such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementssupplement.

Proxy Statement. (a) As promptly as reasonably practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SEC, subject to the prior review and approval of Parent (which approval shall not be unreasonably withheld), a Proxy Statement relating to the Merger. The Company shall use commercially reasonable efforts to cause such Proxy Statement to be filed as soon as reasonably practicable after the date of this Agreement. Each of the Company and Parent shall obtain and furnish the information concerning itself and its Affiliates required to be included in the Proxy Statement. Each of the Company and Parent covenants shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement, and agrees the Company shall cause the Proxy Statement to be mailed to the Company’s shareholders at the earliest reasonably practicable date. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the other party with copies of all correspondence between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers 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 will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants , the party that discovers such information shall promptly notify the other party, and agrees that an appropriate amendment or supplement describing such information shall be filed with the information provided SEC and, to the extent required by or on behalf applicable Law, disseminated to the shareholders of the Company Company. Notwithstanding anything to Parent for inclusion in the contrary stated above, prior to filing or mailing the Proxy Statement (including the Company Audited Financial Statements or, in each case, any amendment or the Company Interim Financial Statements, as the case may besupplement thereto) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly responding to any comments of the SEC or its staff. Parent staff with respect thereto, the party responsible for filing or mailing such document shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to provide the other Party all information concerning party a reasonable opportunity to review and comment on such Party document or response and shall include in such Party’s Affiliates and such Party’s stockholders that may be required document or response comments reasonably requested in connection with any action contemplated proposed by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsparty.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to shareholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to Parent’s stockholders, shareholders 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersshareholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its their Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent covenants and agrees that the Proxy Statement will also comply in all respects with the requirements of Israeli law. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after shareholders in accordance with the resolution of SEC staff comments applicable rules and regulations promulgated by the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1‎5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders.

Proxy Statement. (a) As To the extent required, as promptly as practicable after the date of this Agreementhereof, and in consultation with Vendors’ Representative, Parent shall prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the Parties shall prepare“Proxy Statement”) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificate of incorporation and bylaws seeking the approval of the Parent’s stockholders for the transactions contemplated by this Agreement and the other Transaction Documents, and the Company and the Vendors’ Representation shall use their commercially reasonable efforts to obtain and furnish to Parent shall cause any financial and other information about the Company required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be filed included in the Proxy Statement all in accordance with and as required by Parent’s certificate of incorporation and bylaws, applicable Law and any applicable rules and regulations of the SEC, SEC and Nasdaq. In connection with the Proxy Statement. , Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed also file with the SEC or is first mailed to all financial and other information about Parent, the Company and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s stockholderscertificate of incorporation and bylaws, contain applicable law and 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 applicable rules and regulations of the circumstances under which they were madeSEC and Nasdaq (such Proxy Statement, not misleadingtogether with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). The Company covenants Except with respect to the financial and agrees that the other information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoingDocuments, Parent makes no covenantshall ensure that, representation or warranty with respect to statements made in when filed, the Proxy Statement (and other Proxy Documents will comply in all material respects with the requirements of the Exchange Act and the letter rules and regulations thereunder. Parent shall cause the Proxy Documents to stockholders, notice be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of meeting the SEC and form of proxy included therewithNasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”), if any, based on . Subject to any information provided for inclusion therein by or on behalf the Company, Parent shall cause the Proxy Documents to comply in all material respects with the Federal Securities Laws. Parent shall provide copies of the Company proposed forms of the Proxy Documents (including, in each case, any amendments or any of its Representatives for inclusion therein, and supplements thereto) to the Company makes no covenant, representation or warranty with respect to statements made in such that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given Representatives are afforded a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, amount of time prior to the dissemination or filing thereof with the SECto review such material and comment thereon prior to such dissemination or filing, and on the response to Parent shall reasonably consider in good faith any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SECCompany and its Representatives. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staffstaff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent shall use commercially reasonable efforts to amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and Parent’s certificate of incorporation and bylaws. Parent shall provide the Company and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to the Proxy Documents promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. As promptly as reasonably practicable after the Proxy Statement has “cleared” comments from the SEC, Parent shall cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement filed with the SEC andand disseminated to Parent stockholders, if appropriateand shall duly call, in mailing such amendment or supplement to Parent’s stockholders. No filing give notice of, or amendment or supplement to, convene and hold the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsStockholder Meeting.

Proxy Statement. (a) As The Company shall promptly prepare and file with the SEC as soon as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement, which shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Parent covenants The Company shall use its best efforts, and agrees that the Holder will cooperate with the Company, to have the Proxy Statement will notcleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement, including all amendments Statement and supplements thereto, any amendment or supplement thereto prior to the filing thereof such with the SEC, and on will provide the response to any comments Holder with a copy of the SEC on the Proxy Statement, prior to the filing or submission thereof all such filings made with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an No amendment or supplement to the Proxy Statement, then such Party, as information supplied by the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties Holder for inclusion in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will shall be made by Parent, in each case, without the prior written consent approval of the Companysuch Holder, which approval shall not be unreasonably withheld, conditioned withheld or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As Parent and the Company shall cooperate and promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent the Company shall cause to be filed file with the SECCommission as soon as practicable, a proxy statement with respect to the Company Meeting (the "Proxy Statement"), which 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 shall use all reasonable efforts, and Parent covenants and agrees that will cooperate with the Company, to have the Proxy Statement will notcleared by the Commission as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written comments received from the Commission with respect to the Proxy Statement to Parent and advise Parent of any oral comments with respect to the Proxy Statement received from the Commission. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that none of the information provided supplied or to be supplied by or on behalf of the Company to Parent for inclusion or incorporation by reference in the Proxy Statement (including and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Audited Financial Statements or the Company Interim Financial StatementsMeeting, as the case may be) will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent makes no covenant, representation will be deemed to have been supplied by Parent and information concerning or warranty with respect related to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel Meeting shall be given reasonable opportunity deemed to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated have been supplied by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.the

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that When the Proxy Statement will not, at (the time the "Proxy Statement or any amendment or supplement thereto is filed Statement") to be distributed to stockholders in connection with the SEC Merger shall first be mailed or is first mailed distributed to Parent’s stockholderssuch stockholders (the "Mailing Date"), 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. The Company covenants and agrees that the information provided by or on behalf of with respect to the Company to Parent for inclusion and the Company Subsidiaries set forth in the Proxy Statement (including a) will comply in all material respects with the Company Audited Financial Statements or provisions of the Company Interim Financial StatementsSecurities Exchange Act of 1934, as amended (the case may be"Exchange Act"), and the General Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder and (b) will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any statements or omissions as described in this clause (b) with respect to which, prior to the Mailing Date, the Company shall have requested in writing any addition or modification to the Proxy Statement which shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such addition or modification shall have been made by the Company prior to the Mailing Date. At all times subsequent to the Mailing Date up to and including the Effective Time of the Merger, the information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made the Company and the Company Subsidiaries set forth in the Proxy Statement and all amendments and supplements thereto (i) will comply in all material respects with the provisions of the Exchange Act and the letter to stockholders, notice of meeting General Rules and form of proxy included therewith), if any, based on information provided by or on behalf Regulations of the Company Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any of its Representatives for inclusion therein, and the Company makes no covenant, representation statements or warranty omissions as described in this clause (ii) with respect to statements made in which, after the Proxy Statement (Mailing Date and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect prior to the information provided by or on behalf Effective Time of the Merger, the Company shall have requested in writing any supplement to or any amendment of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements theretowhich shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such supplement or amendment shall have been made by the Company prior to the filing thereof with the SEC, and on the response to any comments Effective Time of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SECMerger. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsSECTION 4.22.

Proxy Statement. The Company shall prepare (aand the parties hereto shall cooperate in the preparation of) As promptly and file with the SEC as soon as reasonably practicable after the date of this Agreementthe Agreement a proxy statement with respect to the meeting of the stockholders of the Company in connection with the Transactions (as amended or supplemented from time to time, the Parties shall prepare, and Parent "PROXY STATEMENT"). The Company shall cause the Proxy Statement to be filed comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to the parties hereto and advise them of any verbal comments with respect to the Proxy Statement received from the SEC. The Company shall use its best efforts to obtain, prior to the mailing date of the Proxy Statement, all necessary state securities law or "blue sky" permits or approvals required to carry out the transactions contemplated by this Agreement. Parent covenants and The Company agrees that the Proxy Statement will not, at the time of mailing thereof and at the Proxy Statement or any amendment or supplement thereto is filed with time of the SEC or is first mailed to Parent’s stockholdersCompany Stockholders' Meeting (as defined below), contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Investors hereto furnished to the Company by an Investor specifically for use in the Proxy Statement. Each Investor agrees that the written information concerning it provided by it for inclusion in the Proxy Statement, at the time of mailing thereof and at the time of the Company Stockholders' Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an No amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, the Company without the prior written consent reasonable approval of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsInvestors.

Proxy Statement. (a) As Subject to the terms and conditions of this Agreement, as promptly as practicable after the date of this Agreementhereof, the Parties Company shall, subject to the prior review and approval of Parent (which approval shall preparenot be unreasonably withheld) prepare and file with the SEC the Proxy Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent and Merger Sub shall cause to be filed furnish all information as the Company may reasonably request in connection with such actions and the SEC, preparation of the Proxy Statement. The Company shall as promptly as practicable provide Parent covenants and agrees Merger Sub with, and consult with Parent and Merger Sub regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, after consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. All filings by the Company with the SEC in connection with the transactions contemplated hereby, and all mailings to or other communications with the Company’s shareholders in connection with the Merger and the other transactions contemplated by this Agreement, shall be subject to the prior review of Parent. If at any time prior to the Closing, any information relating to the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers, 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 will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants and agrees that , the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make party which discovers such information not misleading. Notwithstanding shall promptly notify the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion thereinother party, and the Company makes no covenant, representation an appropriate amendment or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the supplement describing such information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish disseminated to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent shareholders of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties Buyer shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, contain any untrue prepare a proxy 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf foregoing general meeting, which proxy statement shall include a recommendation of Buyer's board of directors to approve all matters set forth in Section 3.3.7 of the Buyer Disclosure Schedule and shall be in form and substance to the reasonable satisfaction of the Company or any of its Representatives for inclusion therein(the "Proxy Statement"). The Buyer shall: (i) cause the Proxy Statement to comply with applicable legal requirements; (ii) provide the Company and its legal counsel shall be given with a reasonable opportunity to review and comment on any draft of the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on include in the Proxy Statement, prior to Statement all changes reasonably proposed by the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to Company; (iii) promptly cause the Proxy Statement to comply with the applicable rules and regulations promulgated by be submitted to the SEC on a Form 6-K; and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to (iv) cause the Proxy Statement to be mailed to Parent’s stockholders the Buyer's shareholders as promptly as practicable after following the resolution date of SEC staff comments and the filing of the Definitive Proxy Statementthis Agreement. Each Party shall promptly furnish If any event relating to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required Buyer occurs, or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or if the Company become Buyer becomes aware of any event or information thatinformation, pursuant to the Exchange Act, that should be disclosed in an amendment or a supplement to the Proxy Statement, then such Party, as the case may be, Buyer shall promptly inform the other Parties thereof Company of such event or information and shall, in accordance with the procedures set forth above, (i) prepare and submit to the SEC a Form 6-K that shall cooperate with such other Parties in filing include such amendment or supplement with the SEC andas soon thereafter as is reasonably practicable, and (ii) if appropriate, in mailing cause such amendment or supplement to Parent’s stockholdersbe mailed to the shareholders of the Buyer or otherwise inform the Buyer's shareholders of such events, in such manner that shall be elected by the Buyer and which complies with applicable legal requirements. No filing of, or amendment or supplement to, The Company will cooperate with the Buyer in the preparation of the Proxy Statement and will provide all information reasonably required to be made provided by Parentit for inclusion in the Proxy Statement, in each case, without the prior written consent all of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company complete and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsaccurate in all material respects.

Proxy Statement. (a) As promptly as practicable reasonably practicable, and in any event within twenty (20) Business Days, after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). Unless there is a Change of Recommendation in accordance with Section 5.3, the Proxy StatementStatement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement in accordance with the DGCL (the "Company Recommendation"). Parent covenants and The Company agrees that at the date of first mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement will not, at comply in all material respects with the time applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The ; provided, that no representation or warranty is made by the Company covenants and agrees that with respect to statements made or incorporated by reference therein to the extent based on information provided supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein. Parent agrees to provide or cause to be provided all information with respect to itself, its Subsidiaries and its Representatives as may be reasonably requested by the Company to Parent for inclusion in the Proxy Statement (including Statement, and that, at the date of first mailing to stockholders of the Company Audited Financial Statements and at the time of the Stockholders Meeting, none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Company Interim Financial Statements, as the case may be) Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, Parent makes that no covenant, representation or warranty is made by either Parent or Merger Sub with respect to statements made in or incorporated by reference therein to the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, extent based on information provided supplied by or on behalf of the Company or any Affiliate of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty in connection with respect to statements made in the preparation of the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion or incorporation by reference therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to shareholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment amendments or supplement supplements thereto is filed with the SEC or is first mailed to Parent’s stockholders, shareholders 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholdersshareholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its their Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent covenants and agrees that the Proxy Statement will also comply in all respects with the requirements of Israeli law. Each of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after shareholders in accordance with the resolution of SEC staff comments applicable rules and regulations promulgated by the filing of the Definitive Proxy StatementSEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, Party shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsshareholders.

Proxy Statement. (a) As promptly as practicable after the date of this Agreement, the Parties shall prepare, and Parent shall cause to be filed with the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy Statement Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, the Parent stockholders 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. The Company covenants and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may beFinancials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Statement on Schedule 14A. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s the Parent stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly soon as reasonably practicable after the date of this Agreement, the Parties Company shall prepare, prepare and Parent shall cause to be filed file with the SECSEC a proxy statement and related materials with respect to the Merger and the other transactions contemplated hereby (collectively, including all amendments or supplements thereto, the “Proxy Statement”). Parent covenants and agrees The Company shall ensure that the Proxy Statement will not, at complies as to form in all material respects with the time applicable provisions of the Exchange Act. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. The Company shall, as promptly as practicable after receipt thereof, provide Parent with copies of all written comments, and advise Parent of all oral comments, with respect to the Proxy Statement received from the SEC. If, at any time prior to the Effective Time, any information relating to the Company, any of its Subsidiaries or any of their respective officers or directors should be discovered by Parent or the Company that should be set forth in an amendment or supplement thereto is filed with to the SEC or is first mailed to Parent’s stockholders, contain Proxy Statement so that such document would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees , then the party that discovers such information shall promptly notify the information provided other party hereto and, to the extent required by or on behalf of Law, the Company shall promptly file with the SEC and disseminate to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements its shareholders an appropriate amendment or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make supplement describing such information not misleadinginformation. Notwithstanding the foregoing, Parent makes no covenant, representation prior to filing or warranty with respect to statements made in mailing the Proxy Statement (and the letter or any amendment or supplement thereto) or responding to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf any comments of the Company or any of its Representatives for inclusion thereinSEC with respect thereto, and the Company makes no covenant, representation or warranty shall (i) provide Parent with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given a reasonable opportunity to review and comment on such document or response and (ii) include in such document or response all reasonable comments that Parent proposes. On the Proxy Statementdate of their filing or delivery, including the Company shall provide Parent with a copy of all amendments and supplements thereto, prior to the filing thereof with the SECsuch filings with, and on the response to any comments of the SEC on the Proxy Statementall such responses delivered to, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts Notwithstanding anything to cause the contrary in this Agreement, no amendment or supplement (including by incorporation by reference) to the Proxy Statement to comply with shall be made without the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments approval of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementThe Company shall, the Parties shall prepareat its own cost and expense, prepare and Parent shall cause to be filed file with the SEC, subject to prior notice to Parent, as promptly as reasonably practicable (provided, that the Company shall use commercially reasonable efforts to cause the preliminary Proxy Statement to be filed within 30 days after the date hereof but in no event later than 45 days after the date hereof), a preliminary Proxy Statement (the “Preliminary Proxy Statement”) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company (i) shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, (ii) shall provide Parent with, and consult with Parent regarding, the Proxy Statement, any comments that may be received from the SEC or its staff with respect thereto and any other filings to be made with the SEC in connection with this Agreement (other than with respect to any Competing Proposal), (iii) shall respond promptly to any comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, (iv) shall consider in good faith any comments reasonably proposed by Parent in the Proxy Statement, any response to comments received from the SEC or its staff and any other filings to be made with the SEC in connection with this Agreement (other than with respect to any Competing Proposal), (v) shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest reasonably practicable date and (vi) shall use its reasonable best efforts (subject to Section 5.2) to obtain the necessary approval of the Merger by the Company’s stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent covenants and agrees which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will not, at the time the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to Parent’s stockholders, 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company covenants , the Party that discovers such information shall promptly notify the other Party, and agrees that the an appropriate amendment or supplement describing such information provided shall be prepared by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof filed with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or extent required by applicable Law, disseminated to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirements.

Proxy Statement. (a) As promptly as practicable after the date of this AgreementWSB shall provide to Umpqua such information with respect to WSB, the Parties shall prepareWSB Banks and their respective businesses and such assistance as may be reasonably necessary to permit Umpqua to file with the SEC a registration statement (the "S-4 Registration Statement") covering the issuance of the shares of Umpqua Common Stock required hereby (including a proxy statement to be used by Umpqua and WSB to solicit proxies from the shareholders of Umpqua and WSB for shareholder meetings at which those shareholders will be asked to consider and vote on this Agreement and the Holding Company Plan of Merger, and Parent shall cause the transactions contemplated hereby and thereby (in its combined, definitive form, the "Proxy Statement")). WSB agrees, as to itself and any WSB Subsidiary, that none of the information supplied or to be filed with supplied by it or any WSB Subsidiary for inclusion or incorporation by reference in (i) the SEC, the Proxy Statement. Parent covenants and agrees that the Proxy S-4 Registration Statement will notwill, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement or and any amendment or supplement thereto is filed will, at the date of mailing to stockholders and at the times of the meetings of stockholders of WSB and Umpqua to be held in connection with the SEC or is first mailed to Parent’s stockholdersHolding Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants WSB and agrees that the information provided by or on behalf of the Company to Parent for inclusion in the Proxy Statement (including the Company Audited Financial Statements or the Company Interim Financial Statements, as the case may be) Umpqua will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of the Company or any of its Representatives for inclusion therein, and the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by or on behalf of the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing or submission thereof with or to the SEC. Parent shall use commercially reasonable efforts to cause the Proxy S-4 Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent, in each case, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Proxy Statement to comply with applicable federal and state securities laws requirementsthereunder.